The Magic School Bus: Halloween Special
by Lycandope
Summary: Dark, violent horror erotica based on the grown-up children from The Magic School Bus.


Chapter 1

Arnold's car rolled to a stop on the shoulder of the small two lane road, gravel crunching beneath the tires. The private road in front of him seemed to lead nowhere and even the full moon, fat and pure silver didn't give him an idea of where it went. His old Volvo shook as it idled. _I should just turn around,_ he told himself. _This is such a bad idea._ Instead, he turned on the dome light above him to read the email he'd printed yesterday.

"WELCOME TO THE 20TH REUNION OF MS. FRIZZLE'S 3RD GRADE CLASS!" the header of the email screamed. Below that was a cartoon-y drawing of Ms. Frizzle and their old school bus smiling and dancing around the Walkerville Elementary school flagpole. There was something off in the drawing but he couldn't say exactly what so he put it down to his overactive and damaged imagination. Still, he'd have deleted the email without further thought if his therapist hadn't thought it'd be healing to go. Healing. God help him.

Clicking off the light, Arnold shifted gears and turned onto the small gravel path. _And who holds elementary school reunions? On Halloween? It doesn't make sense._ He could feel his heart racing as he wound through the dark, tree covered path. _It's all in your head. All in your head. None of this happened. You were a kid. You're fine. You're totally fine. _He spoke the words like a manta over and over. When he finally broke through the other edge of the forest, he felt a chill creep into his heart. A large, multi-storied house loomed on a ridge in the distance. Dozens of old horror movies paraded through his memory. Horror movies revolving around haunted houses with balconies and spires and other old Victorian architecture.

Arnold gulped but kept his foot steady on the gas pedal. A minute later, he passed a decrepit old iron wrought fence, the gate hanging loose and broken. The house was closer and he made out several cars parked in a small clearing nearby. An ancient moss covered fountain blocked his view of the front of the house but he saw that quite a few lights where on inside. His stomach relaxed and he rubbed some of the tension out of his eyes as he crept forward. He chose an empty spot to park next to a small white BMW and the Volvo shuddered to a violent death. Again. Arnold patted the steering, wishing for the millionth time for the money to buy a new car.

A brisk wind greeted him when he opened his car door. Trees rustled in the otherwise dead silence of the forest behind him. Above him, a small cloud slowly passed the face of the moon. _All I need is a wolf howling in the distance and Vincent Price doing a voiceover and then I'll know I'm an extra on some old movie_. Arnold chuckled quietly to himself and felt a little more of his tension loosen. He could hear someone laughing inside and the clink of glasses. He quickly made his way past the fountain, wrinkling his nose at the fetid smell wafting from the black water. A demonic-looking stone gargoyle's head peeked above the lip of fountain and he could see where it'd broken off from a pedestal ages ago. His pace quickened.

The door held firm when he tried to open it. He turned the knob, rattling it slightly in the frame and then stepped back. One of the shadows from inside the house moved and the door opened. He barely recognized the skeletal figure in front of him. "C... Carlos?" He asked.

"Arnold! Hey, man! It's good to see you! The door sticks, don't worry about it." Carlos's sunken cheeks broke into a ragged smile and Arnold could see two teeth missing with two more that were blackened. His breath smelled like nothing Arnold had smelled before - a mixture of chemicals and dirt and rotten things. "Come in, sit down and take a drink! We already started."

The conversations had stopped as soon as Arnold entered. He looked around the room and saw four other old classmates standing with glasses in hand. He recognized Tim straight away - he simply looked like a more handsome version of his younger self. Slim with short, cropped hair and a brilliant smile. Tim nodded to Arnold and turned back to the woman standing next to him. Arnold's heart skipped a beat. Wanda stood close to Tim but raised an eyebrow at Arnold and then smiled. It was a quick little smile, there and gone again. She was dressed in a business skirt, white button-down shirt and a severe looking jacket. It took longer for Arnold to recognize the overweight man standing by the food table but the backward baseball cap brought back memories - Ralphie. Arnold blinked rapidly at him. Ralph used to be the star quarterback in high school but it looked like he'd let himself go a bit. He wore an open Hawaiian shirt over a stained white t-shirt tucked into a ragged pair of blue jeans.

Carlos slapped Arnold on the back and made his way back to a young, attractive girl that smiled shyly at Arnold. _Phoebe, _he remembered. He smiled back at her, feeling a little bit more of his stress melt away. Phoebe had always been kind to him. To everyone. She was stunning now - petite in her casual slacks and modest top. He blushed when he realized he was staring at the small bit of cleavage she was showing. To hide his embarrassment, he made his way to the drink table. At least twelve wine bottles of various types were set out, mixed in with bottles of harder liquors. Ralphie grunted at him, a stacked sandwich in one hand and a short amber liquid filled glass in the other hand. Arnold could smell the alcohol coming from Ralphie in waves and didn't need Ralphie's bloodshot eyes to tell him the large man was drunk.

Carlos let out a sudden wheezing laugh, slapping himself on the thigh. Arnold could almost hear Phoebe rolling her eyes when she replied with a tired "Caaaarloooos." _Some things never change, it seems. Some people never change._

Arnold found the bottle of ginger ale and poured himself a wineglass full of it. He'd sworn off alcohol a long time ago - they made his nightmares worse. The house was already set up in a Halloween theme, complete with an old casket propped up next to a dusty Grandfather Clock. Fake cobwebs littered the entire bottom floor and trailed up the double staircase leading to the landing on the second floor. A large crystal chandelier had fluffy black cotton spiders dangling from. A few cardboard monsters (Dracula, Frankenstein, the Wolf-Man, the Bridge of Frankenstein, the Creature from the Black Lagoon) were set up at various strategic places.

"Looks like my fuckin' wife." Ralphie slurred at him.

Arnold looked around the room. "Who does?" He asked.

"Tha' thing - the ... Frankenstein's woman. Fuckin' frigid whore." The large man took a large swig of his drink, wincing at the way it burned down his throat.

"O... oh. Are you okay Ralphie? It's been a while. I haven't heard from you since college."

"Yeah, s'fine. Doin' fine." The man laughed. "Wouldna come except to get away from the bitch. Nagging, nagging, nagging. Always on my ass about somethin'. Fuckin' glad to get out of that dump." Another cloud of alcohol as the man laughed. "And there's free booze so you bet your ass I'm comin'."

"H...hey, whatever happened to your scholarship? How'd it-"

"Fucked up my knee, son. Got addicted to pain killers, quit school, I'm a bartender now. I gotta listen to other people's fuckin' problems all goddamned day, don't want to share my own. We done? Only, my drink is getting lonely." Ralphie stared at Arnold, unmoving. Arnold stood transfixed. Broken blood vessels in a hard, sad face. Finally, he moved away. "Yeah. Yeah, good to see you Ralphie."

A flash of headlights shined briefly through the windows, followed the by low hum of a car engine. The car's door opened and closed and a figure approached the front door. The door rattled a few times before Arnold went to open it. A trim young black woman stood smiling in front of him. Arnold smiled back. "Hi Keesha. It's been a while, hasn't it?" Rather than answer, she pulled him into a firm hug. "It has, Arnold." She let him go and stood by to look at him again. "You look good without your glasses. Contacts?"

Arnold nodded. "Still getting used to them. I'll show you where the drinks are."

Keesha's whispered voice followed him to the tables. "Is that Ralphie?"

"Yeah," he answered. "He's drunk so be careful. It sounds like he's had it rough."

Another car pulled up to the house while Keesha browsed through the red wines. Whoever it was (_Dorothy Ann_? Arnold wondered) had the same trouble as everyone else while trying to open the front door. Before he could take a step to help, there was a sharp cracking sound and the door bounced open. Arnold took a step back. "J... Janet? You never told me you were invited!"

Janet stood in the door frame, tracing a finger along the wood. "Someone needs to fix the door." She closed it firmly behind her and looked around. "This place is a disaster. I cannot believe I skipped out on my company's party to come to this. And these decorations! Ludicrous."

Arnold felt a light touch on his arm. Wanda stood next to him. "I told her about the party. You look nice, Arnold." He felt himself blush again. "H...hey Wanda. You look beautiful. I'm... I'm sorry I didn't keep in touch. I should've. I'm just..."

"Is this a real coffin?" Janet stood in front of the casket, studying it. "This is simply morbid." With a light touch on the side of the wood in front of her, Janet opened it. Phoebe screamed. Arnold dropped his glass. Near him, Ralphie cursed quietly "Sunavabitch."

Ms. Frizzle stood in the coffin with her eyes closed. She wore an old yellow dress patterned with cartoon monsters and bats and graves. Her shoes made Arnold think of the fancy red shoes Dorothy wore at the end of the Wizard of Oz. Her earrings were simple dull red stones hanging from a short chain. The Friz's arms were crossed in front of her chest. Phoebe shrieked again when Ms. Frizzle's eyes shot open and even Janet took a step back. From the parking lot came the muted 'meep! meep!' of a car horn and, when Arnold turned to look, he saw the school bus parked directly in front of the house.

"Good evening, class! Oh! Janet, how delightful for you to join us!" Ms. Frizzle grinned, stepping out of the coffin. She swirled into the room while eight pairs of eyes swiveled to watch her. "And you've found the refreshments I set out! Splendid! Are we all here? I see Keesha, Carlos, Tim, Wanda, Ralphie, Arnold, Phoebe and young Janet! Sadly, Dorothy Ann sent her regrets that she would not be joining us. Please, please, everyone have a seat on the couch and we shall catch up with each other before the festivities begin!"

Slowly, the former students made their way to the two large couches in front of the second floor landing. Arnold found himself between Wanda and Phoebe with Tim on the other side of Wanda. The other four students took the second couch. Ms. Frizzle sat on an old flower-patterned chair facing the students. Only now did Arnold see the lizard on Ms. Frizzle's shoulder. "Is that Liz? The original Liz?" The chameleon's eyes performed a slow survey of the room around herself.

Ms. Frizzle's laugh tinkled in the air. "Why, Arnold! Don't be silly. This is the fourth Liz. I'm afraid they don't live terribly long. Oh, but you should remember that from our biology lessons! Didn't we have great fun in the Herp Haven?! Why, the fun we all had escaping from the beasts there!"

Arnold shifted nervously. "Y... yes. But, Ms. Frizzle. None of that really happened. My therapist says-"

"Now!" Ms. Frizzle interrupted. The current incarnation of Liz swiveled both of its eyes to stare at Arnold. "Where were we? Why, yes, introductions! Ralphie, we'll start with you. I think you've done quite well for yourself. Tell us about yourself."

Ralphie stared at Ms. Frizzle with an open mouth. "Are you stu- I..." The poor man seemed lost for words. His mouth opened and closed several times as if he were trying to speak but couldn't. "I... I... Oh God!" Ralphie took his face into his hands, weeping quietly. Keesha turned to him, patting his back and murmuring reassuring words quietly.

"Well! Well then! Keesha?" Ms. Frizzle asked, apparently unfazed by Ralphie's breakdown.

Keesha whispered to Ralphie for a moment before answering. "I started my own computer business. It's small but it's mine and I'm happy. I have a small dog and a cat and, well, that's about all. So far. I'm doing well."

"Mmmmhmmmm! Now, Carlos!"

Carlos held a small Rubik's cube in his hand. He'd been turning and twisting it in different ways but had given up and was now taking off the stickers to make a complete cube. The black cube looked strange with the stickers half off. Occasionally, he'd scratch at the inside of his elbow.

Ms. Frizzle waited for a moment before speaking again. "Carlos?"

This time Carlos looked up. "Oh. Oh! Right! Me!" He laughed and then broke into a coughing fit. "I did stand-up for a while and wasn't bad at it. Did some years in Vegas and then... Now I work on cars. I always liked making things and fixing things." He glanced at Keesha. "Not my own business but I do okay. Workin' on stuff in my own life. I guess... I guess you could say I'm a fixer-upper!" Nobody laughed with him except for Ms. Frizzle. Janet rolled her eyes at the joke.

"Oh, delightful! Now, you, Janet?"

"I have a successful lobbying firm. Quite successful. I built it myself from the ground up. Honestly, I'm just in town for a day and then flying to Kuwait to represent some of my interests there in person. Or, perhaps I'll leave tonight." She sniffed and looked around the house with a meaningful glance.

Ms Frizzle grinned slowly. "Wanda?"

Wanda looked down at her hands. "I sing." Everyone except Ralphie turned to her. "I have an album coming out next year. It's... it's kind of pop. Kind of electronica. I... I like it." She looked up from her hands, defiance on her face. "I'm proud of it and I have a damn good voice."

"Why, Wanda, I never knew! I mean, I knew you adored Molly's songs but I never thought for once you'd become a singer. I thought for sure that you'd be a lawyer."

Arnold half-raised his hand and then lowered it again, red filling his cheeks. "I'm a lawyer, Ms. Frizzle."

Ms. Frizzle, still looking at Wanda, replied sharply. "No, you're a failed lawyer and now you represent anyone that'll take you. Anyone from simple drugged out whores to nickle bag junkies."

Arnold gasped. "I! No! I don't-!"

"Oh, shush. It's okay, Arnold. Nobody expected much out of you. Tim?"

Tim glanced at Arnold and then back to Ms. Frizzle. "That wasn't nice of you, Ms. Frizzle."

Ms. Frizzle rolled her shoulders. "How silly of me. It must be all the driving I did to get here. The old bus can be demanding! I'm so sorry Arnold. Now, Tim?"

"I direct indie movies. Writing and directing. My last one actually got reviewed well by the New York Times. It was a documentary on the effects of pollution in the poor population around-"

"Yes, yes. That's wonderful. Phoebe?" Ms. Frizzle seemed to be growing restless. Her hands rubbed together in her lap while her left foot tapped slowly. Liz continued to stare unblinkingly at Arnold.

"I help people, Ms. Frizzle. I run a shelter for battered women. Mothers and single women. I've heard so many terrible stories and helped so-"

Ms. Frizzle stood. "Wonderful, class! SUPERFLUOUS! Now, is everyone ready for the festivities! I promise... it'll be a scream!"

"Superfluous? Don't you mean splendid or some other corny thing?" Janet asked Ms. Frizzle, the contempt nearly dripping off of every word.

Ms. Frizzle's grin was wide. Too wide. "No, Janet. I mean every word I say. Gentlemen, we'll begin with you. Ready? This won't hurt. Much." Ms. Frizzle clapped and the stone under her right ear flared blood red. Ralphie's sobs turned into hacking coughs. If anything, Ms. Frizzle's lips pulled back even further. "Everyone set? Good, now, ladies..."

Before Ms. Frizzle could bring her hands together, the window to her left exploded. Shards of glass tore into the wood and carpet nearby. Ms. Frizzle turned in slow motion. As if by magic, a long pole appeared through the window. A long pole tipped in sharp, deadly looking metal. Ms. Frizzle shifted, ready to run but the spear took her full in the chest, throwing her back. Before anyone could react, the spear embedded itself in the floor. The tip sunk a full six inches into the floorboards and was immediately surrounded by a halo of blood. Ms. Frizzle's blood. Her mouth gaped, closing once and then never opening again.

Phoebe screamed first. Tim leaped from the couch, running for Ms. Frizzle but stopped when a loud voice came from outside. "DON'T!" Tim stopped and they all looked to the window.

A young woman dressed in black leather and all brown cloth stepped through the broken window. A large red cross was painted over her entire face. She looked grim. Only her face and fingers were visible in the odd arrangement of clothing. Buckles and knife sheaths and various old weapons lined her body. Her head was completely bald.

"Who... who are you?" Tim asked, finally finding his voice.

Before the woman could answer, Phoebe spoke. "Dorothy Ann?" The intruder nodded as she stood erect. "But... but... but... You killed her! You killed Ms. Frizzle!"

Dorothy Ann strode quickly towards the dead body. Nobody moved to stop her. "Wake up!" She told everyone around her. "Ms. Frizzle isn't who you think." She pulled a small red stick from her left sleeve. On the side of Ms. Frizzle's pale neck she drew a small red cross with two red marks beneath the horizontal line. Finally, she stepped back and closed her eyes, whispering to herself. With a sharp downward motion of her arm, Ms. Frizzle disappeared.

Phoebe fainted and, this time, Janet screamed. In Ms. Frizzle's place was a large nude, red-skinned demon. The spear had entered the thing's chest, just below it's ample bosom. It had large black wings that were folded back and pinned by the same spear. Two small horns, barely nubs, stood out on her... its forehead. A pure black tongue sat between four sharpened and elongated canine teeth. Rather than fingernails or toenails, thick black animal claws ended each digit. The body was entirely void of hair.

Tim fell to the floor. "What... what... what..."

"It was never a human. It was never Ms. Frizzle. It sat for centuries in that school, draining the dreams and souls of the children it 'taught' and tonight was the final 'lesson' for our class. It planned to finish us off and feed. It just had to impart a small part of its essence on everyone and then drain you all. It warped reality. That was its ability. I spent my life trying to find information on her. So little... so little but I found enough. Where is the familiar?"

Arnold couldn't stop staring. At the thing. The thing that used to be Ms. Frizzle. Or never was Ms. Frizzle. His eyes kept being drawn to the thing's nipples. Deep black and entirely erect. In his shame, he found himself growing hard.

"THE FAMILIAR! WHERE IS IT!" Dorothy Ann screamed, her eyes wild.

"I don't - what familiar?" Tim asked.

Through clenched teeth, Dorothy Ann answered. "The lizard. Her demon pet. Her familiar. Where. Did. It. Go."

Before anyone could answer, Ralphie's cough turned into a ragged hack and a spray of blood fountained out of him. For what seemed an enternity, his body seemed to empty itself of every single drop of blood it contained. With a final pleading look, he collapsed.

Dorothy Ann stared. "I was too late."

Janet tentatively reached for Ralphie. With obvious revulsion, she felt around on his neck and then snatched her hand back. "He's... he's dead. He's fucking dead!" The room erupted into chaos. The men and women screamed, demanding answers, unable to believe what just happened.

"SHUT THE FUCK UP!" Dorothy Ann roared. "SHUT UP!"

Wanda was sobbing on the edge of the couch while Arnold tried to console her. He looked at Dorothy Ann. "What happened? What do we do? We have to tell someone."

The other woman paced the room before finally walking to the broken window. She reached her hand out and then stopped. Instead, she pulled a knife from her side and pushed it toward the opening. The tip melted as soon as it passed the window frame. "We've been sealed off." She walked quickly back to Ms. Frizzle's dead body and placed her hand against the thing's lower belly. "It's not her. It can't be the familiar. Who...? The bus. Where's the-"

They all looked through the large front windows. The bus was gone.

Arnold's voice was weak. "But it's just a bus. It can't have done this. It's just a bus."

Dorothy Ann answered slowly, hands on the large curved knives at her side. "No. No, it's not. It fucking isn't just a bus. I can break this seal with time. I have what I need with me. And then we go. Everyone spread out, in twos, and look for that goddamned lizard. It might not look like a lizard but, if not, you'll know it when you see it. It'll look horrible. The bus will still be out there so we should be mostly safe. We're sealed in but it's caught outside. The familiar can't do much on it's own. I'll be working down in here but I cannot be disturbed. Bring Ralphie's body upstairs. One of the bedrooms or something and then spread out. This place is huge and it could be hiding anywhere. Don't. Go. Alone."

Janet looked over at Ralphie's body. "I'm... I'm not touching it." Carlos sat on the edge of their couch, rocking back and forth with the silver Rubik's cube in his hands. Turning and turning and turning it.

"Him, Janet." Tim said. "It's still Ralphie. Arnold, will you help me bring him up to one of the rooms?"

Arnold swallowed several times but finally nodded. "Y... yeah. I'll help." They both walked over to the dead man's body. Arnold grabbed under Ralphie's arms and Tim held under the man's feet. Arnold's stomach turned when Ralphie's skin sagged badly, as if it was melting off of him. He was incredibly light for such a large man. Arnold lead the small procession up the stairs. Cobwebs that looked childish earlier now seemed ominous and Arnold shivered every time he brushed against one. The others followed the two young men up to the second floor, with Carlos at the rear. Stumbling.

The Rubik's cube lay on the edge of the coffee table in front of the couch. Teetering. The light shined off of it's segmented silver surface. It fell, landing on an edge. Suddenly, small spikes lanced out from each individual square and it split partially open. Inside was a soft, pink flesh. Slowly, blood oozed from between the cracks.

Chapter 2

At the top of the stairs, Arnold took the first door on his left, elbowing it open. The door had a large number '1' painted on the front and, looking down the hallway, there were seven similar rooms. It was a simple room with a bed, small table, dresser and closet. A single bulb hung from the center of the room. Keesha walked in to pull the chain, setting the now lit bulb to swing gently in a circle.

Without a word, Tim and Arnold lay Ralphie's dead body on the small bed. The body looked dessicated; the clothes lay flat on a body now half the size. They huddled around the foot of the bed, staring. Phoebe whispered in the unnatural silence. "What do we tell his wife?" She reached out for Arnold's arm, her hand going down to his hand to squeeze. "What are we going to do, Arnold?" Arnold squeezed her hand back and then let go.

"I'm not staying in here." He told everyone. To his amazement, his lack of willingness to stay in the room wasn't due to fear. His nerves were calm as he considered the situation. _No, _he thought. _It's not fear. I want to protect them all. I want to get us all out of here in one piece._ "I think we should do what Dorothy Ann wants. We spread out and look for Liz. The lizard. The thing. Wanda, will you come with me? And then Carlos and Keesha? Tim and Phoebe? Janet, do you want to come with me? Janet?"

Janet broke her gaze away from Ralphie's body. "Oh. I'll... I'll go with Tim."

Arnold nodded and turned. "All right. I'll check the basement. Carlos can check this floor and Tim, can you go to the third floor?"

Carlos stepped forward. "I would like to look in the basement, actually." When they all looked at him, he shrugged and said, "No reason. I just like the idea better."

"All right. Let's go then. If anyone finds anything, yell. Or... or... something." Arnold wrinkled his nose. _Should it already smell bad in here? It's rank._ That stench burned his eyes and he could feel a headache coming on. Rubbing his eyes hard seemed to help with both and he didn't even notice as the contacts fell out of his eyes. "Come on, Wanda. It smells bad in here."

Chapter 3

The group slowly followed Arnold, casting glances back at Ralphie's prone body. Carlos stood apart, eyes flickering here and there along the corpse. Unnoticed by anyone else, the skin along his scalp moved in a line, as if a fat worm was working its way from his left ear to the back of his neck. Little fluorescent green dots swarmed like fireflies through his eyes, gathering into the darkness of his pupil and then dispersing all at once. "Such a waste," he whispered. "Such a waste of flesh and bones and blood and organs. A bag of flesh and bones and no blood. Bag of bones? Organs? Musical organ? Bagpipes?" His whispered laugh was a skittering of bugs hiding in the darkness. When he spoke again, his voice was different, higher in pitch and nearly sing-song in amusement. A mockery of his old classmates sighing in frustration at his jokes. "Caaaarlooooooos." Now his voice was lower, rapid. Devoid of emotion. "Could replace the flesh with steel. Flexible metal. Attach the muscles with strings and cat whiskers and pain and love. The heart? Muscles need blood. Or some kind of blood. Someone else's blood? Steam powered? Nuclear powered? Pain powered? Eyes with marbles that see whatever I-"

Keesha called from the hallway. "Carlos? Are you coming?"

Slowly, he turned to look at the young human creature that created sound waves from the vibration of air and a complicated set of interactions involving the lungs, throat muscles, teeth and tongue. Carlos saw the young woman and his mind buzzed with possibilities. Equations full of symbols that belonged in no sane math book rumbled through his brain. The molecular structures of flesh, metal and sin rode shiny black horses along his neural pathways. He grinned. "Yes, of course I'm coming."

The pair made their way down the stairs and back onto the first floor. Dorothy Ann had her back to them and was busy with her work. The woman's fingers were marked with red and black as she took various types of colored sticks to mark the floor in a triangular pattern. Upon glimpsing the diagram in front of the woman, Carlos nearly screamed from the sudden blooming of pain behind his eyes. He averted his gaze, hands to his face as he tried to process what happened.

"Are you all right, Carlos?" Keesha reached out to her friend but he pulled away slightly. She thought she saw something move along the back of his hand but when she blinked, it was gone.

"I'm fine," Carlos gasped. "Let's... the basement is through the kitchen. Back here. Let's go." He took his hands away from his face, wiping the bloody palms on the front of his old blue jeans. Carlos walked briskly away and past the refreshments table until he was out of sight of Dorothy Ann's diagram. The pain in his head was finally subsiding and he could feel the things in his body calming down. His friends. His new friends. They whispered to him of forbidden knowledge. Ancient spells and techniques thought to be erased from history. Destroyed in Mesopotamia and South America long, long ago. But not forgotten, no. Not entirely forgotten. Nothing is ever truly lost. The long, thin creatures crooned to him, singing as they traveled through his blood and body.

The kitchen was very well appointed. A large table dominated the center of the room with miles of counter spaces arrayed around the room, hugging the walls. Copper pots and pans hung from small, dull metal hooks above the table. Keesha's eyes strayed to the various knives stored around the room. "I don't like this. Every little thing looks creepy after that. Everything. I'm scared, Carlos. How can something like that exist? Something like Ms. Frizzle? I feel like I'm in a nightmare. I... I want to go home." She hugged her arms close to herself as they walked around the room to reach the back.

"It'll be fine. The girl... Dorothy Ann is clever. Too clever. She'll find a way through the field. I could break a way through if-" Carlos' mouth snapped shut. He stole a glance at Keesha out of the corner of his eyes but she seemed not to have heard him. They both stopped in front of an ornate oak door.

"Is this it? Are you sure? How do you know?" Keesha's voice was tinged with slight panic. The thought of going into the basement terrified her. Her whole life, she'd grounded herself into reality and, now, she doubted everything. Every little shadow, every little movement or ticking or creak or unexplained noise became ominous and she hated herself for being timid and afraid.

Carlos stepped back from the door, slightly behind Keesha. "I know because it told me. The construct you call Liz." Keesha began to turn to Carlos, her eyes big as saucers but Carlos' hand shot out to the back of her neck. She froze. "There, there. No need to fight it. Not that you could. Open the door and just go down, I'll follow. I have so many wonderful ideas to show you. So many incredible things. And you get to be part of it. Lucky, lucky you."

The thing on Carlos' shoulder wasn't Liz. It was about the size of the lizard Keesha remembered from school but now it was barrel shaped with a round, open maw rimmed with teeth. Eyes dotted its back in three rows and putrid green wings fluttered occasionally as it moved. Claws like a rooster gripped Carlos' shoulder while a thin tail coiled around the young man's throat loosely. He stroked it's back and the thing's eyes opened and closed in a ripple as his fingers moved.

Keesha's neck was entirely numb. She'd felt a quick, hot flare of pain and then nothing at all. She could still think and breathe and look around but everything else was lost to her. She didn't feel the compulsion of Carlos' words. She didn't feel this overwhelming desire to do as she was told. Her body simply moved. She could still feel everything - the way the clear faceted doorknob dug into the soft palm of her hands and the cold air of the basement on her as she took the stairs down. Yet, when she tried to stop herself moving, there was nothing there. Her body didn't exist. She could feel sensations but she had no control over herself. Carlos followed close behind her, talking to himself under his breath. She wanted to scream at him, plead with him, anything to make him stop.

"Watch your step now. I wouldn't want to damage my toy. Oh, not that that would stop me. I would fix you up just right. Even better. Here we are. Stop for a moment." Keesha felt Carlos move around her in the darkness and, with a click, a small overhead light bulb flared into life. "Now, let me just..." There was a sudden dull aching sensation at the base of Keesha's skull that made her knees want to buckle. She would've moaned if she had control of her mouth. "Perfect!" Carlos stepped towards a large wooden table in the corner of the room.

Keesha mentally screamed at herself to run. To move. Her body still refused to listen to her. Instead, her eyes flickered around the room, desperate to find something that could help her. Mirrors and wood working tools lined the walls with small shelves interspersed among them. Her eyes caught one of the mirrors that reflected on a mirror behind her. There, at the base of her neck were two bloody, oozing fingertip sized holes. Her eyes rolled back into her head and she fainted.

Chapter 4

Dorothy Ann stared at her work - modified Sumerian script heavy on the pleading to Enki for intercession with a subscript in a lost Egyptian pictographic text to help ward against demons. It'd taken her years to learn the very basics of the second language and she'd had to torture three people to even discover its existence.

_Twelve years on the run. Twelve long, sad years. _She sat crossed-legged in front of the diagram. A little over twelve years ago, she'd decided on a whim to visit Ms. Frizzle. Her old school seemed much smaller than she remembered. Smaller and more dirty. The air around the school felt heavy and dreary and cold. For a moment, she'd considered turning back but she was nothing if not head strong.

The old school bus wasn't around and she wondered if that meant Ms. Frizzle was gone. Rather than walk into the school (she hated dealing with old teachers - they always spent way too long praising their former star student) she went around to the side of the school where Ms. Frizzle's class used to be. Oddly enough, the blinds were closed even though it was a beautiful Spring day. Stepping around badly maintained bushes (what happened to the school, she wondered) she peeked through the corner of the window through a gap in the blinds.

What she saw changed her life. The desks of the classroom were arranged in a circle. Glowing, unrecognizable text lined the walls and there was a faint whiff of some noxious stench coming through the cracks in the window's sealant. The room was completely empty except for the desks. There were no tables or displays or cheery little fake skeleton showing the various bones in the body. The students, so young at that age, sat in their desks with their heads down or back but eyes closed, every one. Their mouths occasionally moved as if they were speaking.

Ms. Frizzle stood in the center of the desks with her arms out. She was then as she was now - over six feet tall and pure red. Naked and hairless with tiny horns and claws. Her breasts hung low on her chest, black nipples on even darker aureole. Her massive wings were pulled tight against her back like a leather cloak. The monstrosity turned in a slow, luxurious circle, smiling lightly with just the hint of fangs showing. Ms. Frizzle's eyes were maroon with a pinpoint of black in the center. Her eyes were focused far into the distance as her mind wandered. Dorothy Ann could barely find her breath. Her hand shook on the little window ledge as she watched the scene in horror.

Suddenly, the demon stopped. Its nose crinkled. And then, it smiled wider, mouth opening to show full fangs and a pure black forked tongue. It LOOKED at her. "Ah. Dorothy Ann. You've come back to me."

She ran. She dropped her ever-present backpack and ran. Years of sitting against the wall in gym class with her nose buried in a book caught up to her. She stumbled, chest burning from the sudden exertion. Leaning against a nearby tree, she caught her breath until she could run again. Five miles to her home from school. Cars passed her with some people smiling and waving as she gasped for air. For the first mile she alternated running and walking until she could no longer run. She walked the rest of the way, her mind racing at possibilities.

The police lights were visible six blocks away. She'd subconsciously heard the loudspeaker the police were using but she'd been too distracted to understand what was being said. When her house finally came into view, she stumbled into a nightmare worse than the classroom. Her father stood on their front lawn, soaked in blood with eyes nearly completely white. In front of him, held tight by his flabby arms, was her little sister, just a few years younger than her. Her dad was screaming at the police. "It's because of that bitch! Because of her! Oh god! Oh god! Please help me! I can't stop myself! I'm coming for you next, you little whore! Stop talking stop talking stop talking! Get out of my head! Ohhhh god! I'll kill you all! I'll kill you all and rape your corpses!"

Her dad, the man who raised her gently and lovingly throughout the years brought his teeth down to his young daughter's slim neck. With no hesitation, he bit in hard and reared back, spraying his face and body with massive amounts of blood.

And then he laughed.

Dorothy Ann vomited as the police opened fire. The roar of gunfire deafened her and they were still firing when she stumbled away, half blind from the tears in her eyes. The next few hours were a blur of sounds and images. People. Cars. Dogs barking. She didn't remember getting on the Greyhound and didn't even know where it was going; she just left. She came to when the man next to her started talking. This jolly old man that was on his way to see his daughter in New York. He offered Dorothy Ann a place to stay while they traveled and she accepted. That same jolly old man raped her the third night of the trip on one of the stops. There was nothing different about his behavior as he walked her to the local 7-11 for some snack foods - he just took her into an alley and raped her as if it was the most ordinary thing. She almost stayed with him. Where else did she have to go? As she stood there, shaking with her panties around her ankles, she almost just put her clothes back on and kept going with him. It took every ounce of her frayed willpower to walk away. And then more to keep walking.

The next year she was raped four more times as she made her way East. She stole, did drugs and sometimes sold her body for money until a police officer caught her. An honest police officer. He didn't arrest her. He picked her up and drove for a while, talking about life choices and her future. She'd laughed at him. Finally, he dropped her off at a huge house with other teenagers and some young women. They talked to her more. They'd seen some of the horrors she had - some worse. They took her in and calmed her through her withdrawals. They were kind of listened and cried with her. When she got better, when she started seeing more clearly again, they got her in touch with a Catholic priest. Her old studious habits had resurfaced and she turned out to be very good at languages. Father Fuego, the priest, needed help with translations and she jumped at the chance to do something with her life. He was her lead into working on Sumerian texts and they both traveled through parts of Iraq, talking with some of the nomadic people to learn their legends and histories. Neither of them truly believed in demons until they found a crypt in the middle of the desert. She'd had to kill the priest when he was consumed by the hungry spirit trapped inside.

She spent the next few weeks in the crypt taking notes and living off of the land. She learned to hunt and kill the few animals that lived nearby until she was fast and hard and strong. She learned of the ways to combat the demons living in their world. When she'd finished with the tomb, she collapsed the entrance and left, saying a small prayer for the old priest. It took nearly a month to barter and lie her way back into a ticket home but she finally did. Home. After the time she'd spent abroad and the dangers she'd faced, America now seemed like the foreign land. Dorothy Ann spent months hunting minor demons in the US, learning their habits and hunting grounds. When she was satisfied with what she found, she tentatively reached out to her old classmates. She stalked Arnold, afraid to show herself. Through simple wired microphones, she discovered the Halloween party and knew she had to act quickly.

And now, here she was. Too late. Too late to save all of them. With a sigh, Dorothy Ann drew the final vertical line in the center of the triangle, completing the pattern. There was no heavenly trumpeting or demonic screaming signaling the destruction of the barrier but she knew it was weakened or possibly destroyed. She stood, checking her various knives and talismans in a fluid and well practiced motion.

The front door rattled a bit but yielded to her when she pushed hard enough. Rather than potentially waste another knife, Dorothy Ann kicked a small rock towards the parking area. There was a small 'sst!' noise as the rock passed the barrier but it went without melting or bursting into flames.

"Promising," Dorothy Ann said out loud. "Guess there's nothing to do but go for it." With a few short steps she reached the barrier and, taking a deep breath, she stepped through. The effect was similar to taking a bath in rubbing alcohol but wasn't painful. She stopped, hands on her knives. The bus was there. Immediately, Dorothy Ann grabbed two of her knives from her side, raising the right above her head with the left pointed straight out. The bus turned its large eyes to her and the slightly rusted grill grinned. "Drop it! Drop the illusion or I'll make you do it!" She yelled.

Where the short bus was before was now a pink, fleshy, tentacled nightmare. The creature was nearly square and somewhat flat with bulbous protrusions dotting its back. Or stomach. Or... Dorothy Ann couldn't quite figure out which part was which. There was a toothless maw roughly where they bus's mouth used to be but no eyes. Hundreds of tentacles lined the perimeter, flailing in the cold night air. She'd never yet met a demon this powerful and so she began to wonder if she had made a terrible mistake. She could feel the aura radiating from it now that it wasn't pretending to be something else. _Oh gods,_ she thought. _Where did we sit? What did it do to us when we were riding it?_

A powerful voice spoke to her mind. _Little Dorothy Ann. Little terrified girl. Little pitiful thing. You thought you could save your friends, didn't you? You spent so many years training for this moment and, now that you're here, you wish you had never come. The doubt is in you, little one. The fear. Demon slayer? Righteous right hand of God?_ It laughed, deep and rich in her mind. _Will you tell them how you created the spear to kill my pet?_

Dorothy Ann's eyes tightened. She took a small sliding step forward, her knives vibrating from her grip. "No. Stop, demon. I command-"

_Would they still thank you if they knew how you cut the little girl from throat to stomach, bathing the tip of the spear in the innocent virgin's blood? Would they still see you as their savior?_

"I DRUGGED HER! SHE DIED IN BLISS, NEVER FEELING A THING!" Dorothy Ann felt a rage she'd not felt since Iraq. Not since that first tomb.

The laughter came again. _And that makes it all right, does it? Poor little thing. Poor little scared thing. You tried so hard. You came so far._ The voice left her mind and she shivered from its absence in the sudden, bottomless silence. When it came again, it was a wave crashing into her skull. _Too far, little one. You never considered, did you? What your studies would do to you? Where your path would take you? You have more than one foot in the gateway to hell, little slut. Little whore. You sold your soul word by word, deed by deed, thinking it would protect you from things like me. Never once considering that it would only make you more vulnerable. Drop the knives, filthy little slut._

"No..." Dorothy Ann whispered. She fought it. The command reverberated through her body. Her grip loosened. "No. No, you can't." Her left hand opened, dropping the knife to the ground. She moaned and then grit her teeth, putting her entire body into the strength in her right hand. Stepping forward against the wall of force. "I'll kill you before-"

_Drop it._

And, she did. Her hands fell to her sides. She felt tears welling at the corner of her eyes, the pain of defeat and humiliation catching in her throat. It wasn't fair. To have it come down to this. "Kill me then, monster. I'll meet you in hell some day and then I'll have my revenge."

_Kill you?_ It asked, genuinely surprised. _No. I have better plans for you, my little slut. My little pet. Strip and come to me._

Dorothy Ann's head snapped up. "Goddamn you, I won't-" But her hand was already working at the buckles near her waist.

Chapter 5

Arnold stood beside the first door as the others left. Tim, Janet and Phoebe walked to the end of the hall, heading for the stairs leading up. His eyes strayed to Phoebe's ass in her dark blue slacks. _Not much of an ass but not-_ He shook himself. _What the hell? First the thing downstairs and now Phoebe? Get a grip, Arnold._ Keesha called to Carlos from the doorway and, after a moment, he joined her and they left. The stench seemed to fade slowly and he was glad for it; it made his teeth itch and his sinuses burn.

"Thank you for coming with me, Arnold." Wanda said next to him. "Should we go? The door right across the way here-"

"No, I'll take it first." Arnold said, moving ahead of her. "If Ms. Frizzle turned into that thing, I don't know what Liz would look like. I'll look first."

Wanda watched this young man as he opened the door marked with a number "2". She touched her lip with her index finger as he stepped into the small room. "You have changed," she told him. "What happened to that shy little boy I used to know, Arnold?" He turned to her from just inside the room and she could see him blush. She grinned back. Through all the horrors they just witnessed, he was still at least somewhat the Arnold she knew.

"I... awww, Wanda. You're killing me here. People change. Besides, I'm still terrified. I just don't want you getting hurt. Better me than you. The thought of something happening to you makes me mad." He looked away from her, his cheeks flaming red.

"Oh, Arnold. Come on you wimp, no blushing and stammering." She walked into the room with him and was amazed at his presence. He just seemed to loom over her without doing anything at all. And she swore he sniffed a little as she passed him. She surprised herself by feeling little butterflies at the pit of her stomach. When they were kids, she'd had a crush on him and even stole a kiss from him in the 5th grade. The poor boy thought she was making fun of him and never took it seriously. Sadly, she moved half-way through the year and never got a chance to show him otherwise. And, since then, she'd become disgusted with most of the men she knew. Overly aggressive assholes that thought a swagger would get her pants unzipped. She was afraid to say it in their little group discussion earlier but she had a girlfriend back home. She wasn't ashamed of it. Not really. But, somehow, when she tried to open her mouth to say that she was mostly into girls these days, she couldn't do it. Not while facing her old classmates and teacher.

And now here she was with this grown-up version of the timid, kind little boy she'd had a crush on. And the crush was still there. She'd almost always been the one to stand up for Arnold when he was being picked on or to take the lead on their little adventures... Her thoughts faltered. _Were those real? Was any of that real with Ms. Frizzle? _Real or not, the timid little boy could sometimes show surprising strength. Here he was again, surprising her by leading the way and trying to protect her. And those damn butterflies were flitting about in her stomach. Taunting her. She peeked at him out of the corner of her eyes, looking at his pants and wondering what he looked like naked. Now **her** cheeks were red.

"You smell good, Wanda." Arnold said suddenly. "I... Oh... oh man. I can't believe... I'm sorry. I'll... this room is good, I'll go to the next one." God. Now her cheeks were positively on fire. How did he do that to her? A stupid little comment that, coming from most other men, would have her biting their heads off. She finished checking the small closet and then followed him.

"Hey, Arnold. What happened? Was Ms. Frizzle right? About the lawyer stuff? We kind of fell out of touch but I always wondered how you were doing. I thought of you from time to time." _I'm a whore. Oh my gosh. A straight up slut, flirting with him right out in the open. I might as well just get down on my knees and suck his dick. _Now the butterflies were drooling in her stomach. _Not even a __**good**__ slut,_ she told herself, blushing.

"I went on to law school and did okay. Nothing great but I passed. Took three times to make it past the bar exam. There's a lot of lawyers out there, Wanda. Way, way too many. I did some intern work but got tired of waiting for my own cases. So, I opened up a practice and thought I was so cool. Instead, I got crap cases. Fighting tickets. Getting drunk drivers off light. I didn't win a lot of my cases but at least I'm still working." Arnold bent down to look under the bed. "Do you think this place has air conditioning? It's too hot in here."

_Is he flirting with me now? Was that what that was just now? Or is he actually too warm? Can't be because I'm freezing in here. Oh my gosh. He's flirting with me. What am I gonna do? What am I gonna do? Whoa, whoa, Wanda. Hold on. There's a dead fucking demon downstairs. You're not doing anything._ She watched him for a minute and then turned to the desk. "Ha ha. Yeah. It is a little warm in here." _Slut! Sluuuuuut!_

Arnold stood, walking past her to the closet. He stopped right next to her with his eyes closed. Wanda froze, unsure of what to do. He leaned into her ear and sniffed. His face was so warm next to hers. She could feel the heat radiating off of his skin. With his eyes still closed, Arnold leaned further to her neck, under her chin and then up to her other ear, sniffing here and there. She moved her head as he moved his. It was... different. But somehow not unpleasant. His voice was lower when he spoke. "Very good. You smell very good." And then he stepped away to the closet.

"What... what were we talking about?" He asked. Now his voice was confused.

"Ummm... ummm..." Wanda was at a loss for words. Did he not just know what he did? Did that just happen? It was kind of creepy yet... somehow not. In a way it was very personal and warm and... She turned away from him, opening random desk drawers without actually looking in them. "I sing. I like to sing." _Oh Jesus on a toast of fucking burnt bread. Seriously? You like to sing? That's the best you can come up with right now? After that? You're so fucking brain dead._

"Yeah. Yeah. I bet you're good at it too. You had a beautiful voice. I loved sitting and listening to you. Hell, I just loved sitting next to you. Wanting to touch you. To kiss you. To... Why's it so hot in here?" Arnold was tugging at the throat of his shirt. "Ugh. This place is fine. Come on Wanda, let's go on to the next room." He left and she simply followed him without finishing her own check.

"All right, this one... OH CHRIST!" Arnold collapsed to the ground, clutching at his reddening throat.

"Arnold! Arnold, are you okay?! What's wrong! Arnold!" She saw the veins bulging on his neck. Sweat covered his entire body and his clothes were immediately soaked with it. She grabbed him, pulling him into the next room. "Arnold, talk to me!"

"It hurts so much! My whole body! Why does it hurt so mu - aaaaaaargh!" Arnold clawed red lines down his chest as he ripped his plain white t-shirt in half. His fingers were tipped in black shiny claws and traces of blood. He turned his face to Wanda and she could see his pain. His eyes were entirely bloodshot, nearly completely red. He opened his mouth to moan and she watched as his canine teeth grew, popping out the teeth next to them. Growing larger and longer until they were razor tipped. Other teeth fell out in little bloody pops. New teeth broke through his gum line, smaller yet just as sharp as his canines were. "Please, Wanda. Please. Please. Please." Lines of blood trailed down the corner of his mouth. His hands went to his head and he pulled at his hair, yanking out thick strands until he was nearly completely bald.

Arnold's body jack-kniffed as he uttered a wordless scream. His hands flailed to his sides, clawing along the floor. She watched in horror as his hands expanded into what she could only describe as paws. He scrabbled at his pants with the new fingers, desperately working at his buttons. Scores of tiny black dots appeared on Arnold's hairless, pasty chest. Almost lazily, blond hair grew from his chest across his upper chest and then slightly down his stomach. His chest cracked, widening as the pectoral muscles expanded. Hair grew in a line from his underwear and up his chest, meeting the hair that'd grown down his body. He'd ripped his pants open and was tugging them off as best as he could with his awkward fingers.

Wanda flattened herself against the wall. _This is wrong. This is all wrong. What should I do? What __**can**__ I do?_

Arnold turned onto his side, groaning in some unearthly deep voice. He'd kicked his shoes off in time for her to watch his toenails be shoved off by thick, menacing claws that tore through his dirty socks. She heard a large crack as his right foot seemingly snapped and then doubled in length. Dark patches of skin grew on the soles of his feet, puffing out slightly into thick, leathery pads. His leg hair was growing out. Thickening into fur and flowing down to his toes as his bones cracked, reshaping his legs.

More large cracks made Wanda flinch. His back. His back was nearly bubbling as muscles beneath his skin bunched, tore, expanded and then reattached in different positions. She watched his spine pop in and out of place as he screamed. Just above his ass, flesh was growing out, lined with little blond hairs. _A tail,_ she thought. _Oh my god. An actual tail_. The hair grew up from his tail and along his spine, fanning out at his shoulders and then down his back.

Arnold's legs spasmed, kicking the bed against the wall, tearing chunks of the wood frame out with the claws on his feet. The seams along the sides of his pants split and she saw blond fur push through. His thighs and calf muscles twitched over and over as they expanded, easily dwarfing any Olympic weight lifter she'd seen.

To her ever-lasting embarrassment, her eyes strayed to Arnold's crotch as he turned over again, pulling himself up to his hands and knees. He was entirely erect. Extra skin grew up around his balls and along the base of his dick. The dick itself was pulsing and turning a darker pink color. Small veins stood out as it thickened and then thickened again. The head of his dick stretched and vanished as it grew in length, tapering off to a point.

Arnold was panting now, grunting in pain but the changes seemed to be subsiding. He hung his head down as he breathed deeply. Roughly. The air passed his lungs in a rumble. He almost whined as the new thick skin at the base of his dick was pushed down slightly by a bulging lump. His dick grew again and the lump thickened, turning into a knot just above his ball sack. Thick and red, his penis bobbed in the air while the tipped flattened ever so slightly. She had no idea how big his dick was but she'd never seen one that large outside of a porno.

He turned to her. His eyes were a beautiful golden color but his face was a wreck of pain and teeth. "H... help meeeeee..." His nose turned black and was immediately pulled forward on his face, riding a wave of flesh and crackling bones. When he opened his eyes again to look at her, Arnold was gone. She wasn't sure how she could tell but the eyes looking back at her were not the caring, kind Arnold she knew. Dark brown fur lined the side of his blond-furred muzzle.

Arnold stood and she followed his unsteady progress. Up. And up. And up more. He looked himself over briefly as as he stood on the balls of his new feet. Paws. She heard the sharp 'tic' sound of his claws as he steadied himself. And then he looked at her again and licked his pure black lips. His furry tail slowly wagged behind him and she watched his massive paw nonchalantly caress his own erection. Her heart hammered in her chest. She could faintly smell his sweat, blood and the faint stench of a wet dog.

"N... now, Arnold... You don't... Look... You just... Arnold?" She tried pressing herself further against the wall when he took a step towards her. He had to be at least two feet taller than she was. At least. He bent towards her and she felt his hot breath on her as he repeated the same gesture from earlier, smelling her from ear to ear. His breath was not pleasant. Definite dog smell combined with the blood from his teeth and everything else. The butterflies in her stomach were panicking. She couldn't tell if she had to pee or faint or throw up or run. Instead, she slid along the wall and made her way to the door.

She stopped when he growled at her. She could see the anger in his eyes. His lips were pulled back in a snarl, skin bunching where his forehead should be. She tried to run out of the room but he was there in an instant and she was accidentally knocked far back against the far wall. Her vision swam. "Arnold, please. Please, don't. You're still in there, aren't you Arnold? You're still there." The werewolf stepped towards her and she didn't move. "Come back to me, Arnold. I know you're still there. Look at me. I'm nothing. I can't hurt you. Please, Arnold. Please." He crouched in front of her, massive leg muscles bunching as he did. His tail swept the floor in a small pattern.

"Please, Arnold. Please. You're not this. You're gentle. Always so ge-" She didn't know his hand had moved until she couldn't breathe any more. He had her pinned by her neck to the wall, claws embedded into the old wood behind her. The thick padding on the palms of his hand was rough against her throat. She grabbed at his wrist and forearm but he was so strong. His other hand reached for her blouse and ripped down, easily cutting through both shirt and bra, leaving thin red lines of blood down her chest and stomach. She didn't feel the pain until he was reaching down with his furred muzzle to slowly lick the bloody lines. Her small breasts felt the cold air and the right side of her shirt fell away to expose her nipple. She prayed she would pass out. Prayed for it even though she'd stopped believing in a proper God when she was in high school.

Arnold growled again, dragging his long rough tongue up from her belly to rasp against her nipple. It hurt more than it felt good but the damn nipple still grew erect from all of the attention of his long, dog-like tongue. Arnold grabbed her right hand and roughly pulled it to him, placing her hand against his cock. Wanda fought back tears as she gasped for what little air she could. When he took his hand away, she snatched hers back, pulling again at the paw around her neck. He growled, lifting her easily with his one hand until she was standing.

And then, he turned her around. She tried kicking at him but she mostly missed and, when she did connect, it was like kicking a rock. His hand was steady on her throat as the other hand raked down her back, tearing her blouse completely apart. He tugged down slightly, cutting into the top of her skirt. He pulled again and the skirt bit into her skin before falling around her ankles. She felt his claws slicing her open immediately this time - it burned worse than anything she'd ever felt. Deeper than the cuts on her front. His hand came up again, surprisingly gentle as it traced the marks on her back. She felt the tip of the claw gently slide down and down until it reached her ass. With a deft move, he sliced through the side of her panties and then tossed them aside. She was sobbing now. Sobbing as her blood run freely down her back and front.

Wanda felt the tip of his cock against her ass as he leaned into her. His fur was soft against her smooth ass and she could feel the weight of him without him even pressing hard against her. She froze, the fight suddenly leaving her. The smooth, slightly ribbed skin of his cock rubbed gently against her as he rubbed slowly, growling quietly. Wanda's eyes were closed and her world seemed so small. He was her world. His arms pressed into the wall on either side of her. His slightly unpleasant smell nearly suffocated her this close. Heat fairly radiated from him and she couldn't run any more. Small and helpless. Arnold lowered himself and his fat cock rubbed against her asshole briefly the tip pressed lightly between her pussy lips. There was no hesitation as Arnold pushed into her. She was completely dry on the outside and now she did scream again, suddenly kicking and squirming as he filled her.

Her eyes bulged out of her head when she felt her pussy suddenly and painfully stretched. _The knot!_ Her brain screamed. _Oh fucking Christ, no!_ The odd tip of his dick was hurting her so bad that she felt like throwing up again. Too deep. Far, far too deep and he was trying to go even deeper. Trying to press himself completely into her. The knot spread her apart and she felt an immediate burning pain. Arnold growled in anger as he tried to bury his dick completely into her. It wasn't that the knot was too big - it was just that his cock itself was too long for it all to fit. When it didn't work - when Arnold couldn't force his knot completely into her, he started pounding. Grunting and growling and pounding into her. Her body made itself wet for him finally and that was almost a relief. The pain lessened slightly and then was consumed in fiery agony as Arnold slammed his cock into her cervix over and over. He held her lower stomach with one rough paw, keeping her in place as he pounded.

Her vision dimmed again when she felt his rough hand around her neck. She could breathe but only slightly. _Maybe I'll pass out. Can I? God, if you're listening will you-_

With a loud crack, Arnold broke Wanda's lower back while thrusting into her. The pain was immediately gone. She would've collapsed if not for his hand on her stomach. Now she felt nothing except the claw marks on her back and stomach. Nothing else. She wept. Tears of joy even though she was crippled now. Arnold was grunting behind her and she knew he was still pounding his dick into her because of the way her entire body shook from the impact. But, she felt nothing else. His breathing was faster now. Harder. Harsher. _Would he kill me when he was done with me?_ She wanted that. Death. Paralyzed. Raped. Useless. In this new nightmarish world.

Suddenly, indescribable pain tore into her as his teeth mangled her left shoulder. She fainted. Finally gone.

But not for long. Wanda opened her eyes, wondering why she was on the floor. The cold wood felt good against her cheek and breasts and she wondered if she could go back to sleep. And then she remembered. _Arnold!_ She couldn't feel anything below her lower back and she knew that was a relief. The left side of her neck burned with pain but there was nothing else from that side. For all she knew, he could've ripped her left arm completely off. Her stomach felt sticky, cold and wet. She looked down to see a pool of blood mixed with creamy white liquid. Her stomach clenched. _Arnold's cum and my blood. Am I dying? _She idly wondered how much a werewolf could cum. It was a nonsensical idea that made her nearly laugh out loud. _Maybe I __**am**__ dying. Or going insane._

Arnold stood near the doorway, sniffing the air in the hallway. He stood tall and proud with his still erect dick throbbing in the air, slick with cum and blood. A blond-furred monster. His tail lay still against his ass while his ears swiveled at noises she couldn't hear.

She lifted her head from the ground and sniffed. She could smell it. Him. His scent. Did she think he smelled bad before? He didn't. His scent made her heart race. Wanda sniffed again. His cum. Her blood. The blood from her cunt because of the knot on his cock. She marveled at it. As thick as a tennis ball and unlike anything she'd ever seen. She'd never seen animals mate. She'd never seen a dog's penis. Was this what it looked like? The top of Arnold's dick was slightly flat and dotted with cum. She felt the drool in her mouth at the sight of it.

_No. No. That ... that thing... Arnold... he killed you. He fucking just raped you, broke your body and left you here to die. No. No you fucking..._ Arnold turned to her then. The anger was gone from his face. He looked expectant. And something else. Something... he smelled warm. She closed her eyes and took in the scent of the air. Mixed in with the smell of their fluids was the scent of... of... something that brought up memories of her father wrapping her in his arms when she was a child. She growled in her throat at the visual. But, overriding all of that was the smell of HIM. Her eyes were drawn back to Arnold's dick. Still fully hard. Impossibly big. She licked her lips at the thought of it in her mouth. HIS dick in her mouth. She wanted him. She wanted to feel him again, even thought she knew she never would. Would never feel him in her pussy again. At least she wanted to feel him in her mouth. On her terms. Her brain was fuzzy. She couldn't think. Part of her was screaming for attention but all she could smell was the sharp scent of HIS cum.

Her left shoulder screamed at her as she pulled herself forward with her right hand. Grabbing the floor as hard as she could, digging in for any purchase she could, she pulled. Her nipples dragged against the floor but she ignored the pain from that and from the rest of her body. Arnold watched as she slowly, slowly crawled to him. His scent became more and more overpowering the closer she got. Her body was on fire. Her tattered skirt slid with her as her shoes dragged uselessly behind her.

Wanda stopped at his feet. His toes were so big and the thick black padding covered the bottom of each of them. She saw thin pearly white lines in the blackness of his claws now that she was close - all set off by the thick blond fur covering his entire body. She wanted to rub her face against him. Instead, she cried out at the sudden crashing pain in her legs and ass. She screamed over and over as her body healed itself, knitting bones and muscle back together again Reconnecting nerves. Now. Now she could feel the massive amounts of his cum all over her pussy and legs. Now she felt a dully, needy ache deep inside her wet cunt. He smelled so strong. So incredible. She grabbed his legs with both hands and pulled herself up to her knees, laying her head against his thighs. _So soft. Incredibly soft. And warm. _More of Arnold's cum spilled out of her as she sat up.

Arnold rocked slightly against Wanda's weight, spreading his legs for a more solid stance. She leaned back on her knees to look up at him. She wanted to tell him how beautiful he was. How strong and magnificent. She wanted to tell him all of that but, she couldn't. His dick was right there. His smell was right there. All thought was blasted away. She reached for him, caressing his balls and then the knot, marveling and how solid it was. Arnold growled his approval as she ran her fingers up his shaft, wrapping her small hands around his thickness, barely able to touch the tips of her fingers together.

She couldn't resist any longer. Going up on her knees, she pulled his dick into her mouth, tasting her blood before she could taste his thick cum. And her own pussy. All three flavors mixed together to set off fireworks in her brain. There was no more rational thought as she took four inches of his cock into her small mouth. She worked her tongue along and around him, pulling her mouth back to suck on his tip. It was entirely different than a man's dick. There was no head - it just tapered to a slight point. Wanda pulled off of Arnold's dick and then down to his knot. The skin was smooth but hard. She licked it and then set her mouth on him. Very hard but so warm. Her left hand slowly pumped Arnold's dick while she sucked on his knot, moaning at the pressure building in her lower stomach. She gripped his length with both hands, rubbing and pulling as she took the head of him into her mouth again. She bobbed up and down on his dick, squeezing his knot and balls with one hand while rubbing the bare skin of his shaft with the other. Wanda nearly gagging on his length as she tried to take as much as possible, feeling the pointed tip at the back of her throat. She could smell her own wetness now and Arnold rumbled at the scent of it. Her short black hair fell around her face and she felt an absurd bit of pride that she was able to take more of his length into throat. She pushed harder, slowly working her throat muscles until the urge to gag became too much.

She was frantic with it. She couldn't help herself. She needed to feel him cum. She needed to swallow it and taste him. She whined with the need. Faster and faster, taking him slightly deeper and deeper into her throat until she felt his huge, rough hand on her forehead. He pushed but she clung to him. He growled and pushed harder. She growled back, letting her teeth touch his dick, fingernails digging into his shaft in defiance. He growled louder, ears back against his head.

Wanda woke on the floor again with an aching jaw. Four of her teeth lay in a line from where Arnold stood in the doorway to where she lay against the wall. There was a thick trail of blood between them. Her blood. She whimpered. She still wanted him. Badly. Worse than before. She didn't remember blacking out but she debated going to him again. Weighing his displeasure against her need. That salty, slightly sweet taste of his dick in her mouth. Her pussy ached for him. She tried to think past the overwhelming desire to be filled by him but, she couldn't. She couldn't think past her mate's scent.

She turned to him, presenting herself with her head down, slick ass in the air. She wanted to tear her skirt off the rest of the way and get out of her shoes but she wanted him more. She needed him. She turned to stare back at him, wriggling her ass in invitation. Arnold sniffed the air over and over. His dick was throbbing harder now in time to his own heartbeat. She should be terrified. A tiny part of her screamed that he'd kill her - that he was actually riled up and would rip her in half but it was such a tiny voice and so far away.

Even through the haze, Wanda stopped to stare in wonder at her left hand. It hurt. Her fingers popped out of their socket as the bones in the middle of her hand creaked and shattered. Adrenaline kept her from screaming as the hand lengthened. Her fingers doubled in thickness, skin turning black and hard under their lengths. The cuticles on her fingers ripped apart as a black material grew out, slicing through fingernails and hardening in the cold air to become claws. A tug at her right hand made her look to see a nearly similar reaction.

She whined, licking her suddenly cold nose with a long, rough tongue as she clawed the floor with her new fingers. It felt good to use them on something - to feel them cut into something. She whined again, this time from a sharp pain in her face. Her lips darkened into a deep black, tracing a line up to her nose and then separating partially, as if she had a cleft lip. She looked down her nose, staring cross-eyed as her nostrils turned black. Her eyes blurred, irritated and watering. Burning.

Sudden cracking noises. The roots of her teeth screamed at her. A new canine tooth grew in to replace the one Arnold knocked out of her and she cut her tongue on the sharpness of it. Her jaw popped out of place, slightly sideways and then pushed out, cracking and growing like her hand did. New teeth broke through the bloody pink gums of her expanding jaw. The adrenaline couldn't mask the pain of the transformation now. Her shiny black hair fell out in clumps around her until the cracking pain in her face suddenly stopped. The air felt cool on her bald head and her long tongue rolled out of her mouth of its own accord. Panting seemed to help with the pain.

Wanda carefully ran her tongue along her muzzle. There were small hairs along the lips but otherwise... Pain. Pain. A lot of pain. She dropped completely to the ground, flat on her stomach as her back broke again. Heat and pain faded in and out as her body tried to repair and rebuild the damage of her change. She couldn't breathe and her heart was stopping. She panicked. She tried to cry out but it came out as a long whimper. Her ears twitched, trying to lay flat against her head with muscles that didn't yet exist for her. She clawed long strips of wood out of the floor as she cried out again and again in agony. Black hairs grew out of her back. There were no gentle lines cascading down her flesh; one moment her back was a mesh of pain and sweat and the next, fine hairs were crowding each other as they sprouted, covering her back from her shoulders to her ass. The itching sensation was a counterpoint to the pain as her entire body swelled. Her heart and lungs grew to fit her new shape and she took a shuddering breath as the pain subsided. Her breathing was harsher like Arnold's was. She nearly growled every time she breathed.

Now the fur did grow in a wave from her shoulders to her neck and up to her face. She felt the fine hairs grow along her ears and she nearly laughed in the way they tickled her. The cartilage in her ears reformed as they grew to tips and they shifted higher on her skull. Wanda stood, holding herself against the wall. She wanted to see. She wanted to see what was happening. She pulled herself to the broken bed and leaned back with her legs spread open. Her pussy was furry, the engorged lips nearly hidden behind a tuft of slick black fur. Her tits looked comically flat against her broad, heavily muscled and hairless chest. Dark black fur grew down the side of her ass and around to her pussy and up her lower stomach. It was hypnotic to watch the little hairs grow out.

And then she noticed the extra nipples. At her lower stomach were a pair of small nipples. She reached for them with her awkward paws but stopped as she watched the skin a few inches above the new nipples wrinkle. The skin turned a darker shade of brown in a circular pattern and then, it puckered, drawing up and up into a new set of nipples. It didn't hurt - it just felt like someone was twisting and pulling at her skin. Again, midway between the newest set of nipples and her breasts, the skin darkened and then grew into more nipples. She touched one of the new ones but was disappointed that they weren't especially sensitive.

Her ass wriggled. Or, more correctly, her tail bone was growing a proper tail and it pushed against her ass. She started to turn to look but stopped when she felt her entire chest started itching with a ferocious intensity. The fur from her lower stomach began creeping up her chest and her lowest set of nipples disappeared under the new growth. Her tits were growing. She watched as her breasts filled out. C-cups. D-cups. More. The skin stretched and grew as the fur reached the bottom of them. Below that, her other nipples pushed slightly out of the fur - new tiny breasts along the length of her rock-hard stomach. She moaned, feeling herself grow even more wet.

Arnold stood, watching her. His dick was slowly sliding out of its sheath and it was suddenly harder for her to think. The smell of her mate was combining with her own smell - her own new smell as a she-wolf. Rational thought was collapsing into other, new ideas. Mating. Hunting. Blood. Her feet hurt a second before the shoes ripped apart at the soles. Bones cracked, rearranging themselves, elongating, pushing her leathery feet through the fabric. Her little toe pulled back as her feet grew out. The remains of her skirt slid off of her feet and to the ground. She grunted. Not caring any longer about watching her transformation. There were other priorities for her now. She stood on her new feet and then fell forward, growling at herself for looking stupid in front of her mate. Fur grew down from her ass to cover her thighs. Corded muscles vanished under a carpet of black fur.

She wanted to stand and go to him. To go to her mate. To pleasure him. To feel him in her. She sat back on her haunches, feeling her tail continue to grow out. The hairs along her ass rubbed against the thick fur of her new tail as it grew. She spread her thighs, paws on her knees, letting the scent from her pussy fill the air. She waited, impatiently. Watching her mate. Wanting him. Wanting him in her. Wanting his cubs. Wanting her belly full of his seed. _Done. Now. I want. Now. _She stood again, turning herself around, presenting herself to her mate as her tail finished growing, long and full of thick, black fur. She spread herself again for him and waited. She didn't have to wait long.

The knot still hurt when it entered her but she pushed herself back onto it when she felt it against her wet, engorged lips. She howled and impaled herself on it, relishing the feeling of finally taking the full length of her mate. Pushing hard back against him, feeling the way his massive cock completely filled her. Losing the remains of any thought except for hard, fast rutting. She dug her claws into the ground and floor to anchor herself as she pounded back into him. His claws dug into her massive furry breasts as he thrust into her wet cunt over and over, his knot threatening to come out again and again but somehow staying inside of her. She was in a frenzy of lust and pain and pleasure. Her orgasms were hard and fast, rocking her over and over. Their fur grew slick from her cum and the sperm she still had inside of her as the knot rubbed against her clit and g-spot at the same time.

This time, she felt his dick swell moments before Arnold's cum drilled into her cervix. The orgasm that followed that brought her to her knees and Arnold followed, still pounding, still cumming. Wanda squirted, her own cum spraying out, mixing with Arnold's sperm, drenching her ass and legs and Arnold's crotch. The new scent of her drove Arnold into a frenzy and her grabbed her neck, slamming her to the ground. The angle changed and she was whimpering and moaning and begging and pleading for more. The orgasms were nearly continuous now and she could barely handle the intensity of it. She squirted again, more this time, gouts of clear liquid coating Arnold's fur. He roared, slashing his claws down the thick black fur of her back. She growled but, this time, relished the pain. It was becoming too much. Too many orgasms. The pain. His cock. The knot. She. Couldn't.

Just before the world went silent, a very, very tiny voice muttered in exasperation. _Again with the passing out?_

Chapter 6

"Wait, did you hear that?" Tim asked. They'd gone up two more floors and were currently digging through the attic, looking through all of the closets and boxes filling the large space. "Maybe we should go look?"

Janet sniffed and then sneezed. "It's just wolves, Tim. We're in the wilderness. It happens. Don't be a fool."

"I know that but it sounded like it was in the house. I want to go check. What if it wasn't wolves? What if someone found Liz and they're calling for us? We could finally get out of here, maybe."

Phoebe looked at both of them. "Well, I-"

Janet frowned. "It was wolves."

Phoebe tried again. "I really-"

"I'm going downstairs, Janet. The least we can do is check to see how the rest of the guys are doing and then, if it was wolves or something else, we can come right back up. I'm going." Tim crossed his arms in front of his chest.

"Guys, I-"

"Then you go. I'll be up here, looking for that goddamned lizard while you run off scared."

Tim stared at Janet. "You know, I always wanted to say it but never did. You're a cunt, Janet. You always were a cunt."

Janet's face paled and then burned bright red. "You... You... Who..."

Phoebe ran to stand in front of the other two. "Stop. Just stop it. We're not kids any more so just stop it. Tim, I'll go with you. Are you coming, Janet?"

Janet glared at Tim over Phoebe's shoulder. "No. I'm not. Fuck you, Tim. You run off and do your thing but don't come back up until I'm done."

Phoebe started towards Janet but stopped when the other raised her hand. "Go, Phoebe. Both of you. Go."

They left. Janet stared at them both, feeling the burning of anger in the tips of her ears. She'd climbed to the top in this world by herself. She fucked over everyone in order to make it. She put companies out of business and fired everyone she had to fire, after they nearly killed themselves for her. _No way I let an uppity-_

"Why am I alive?" Janet screamed, turning towards the voice.

It was impossible but there he stood in front of her. "R... Ralphie?! But... but... but you're dead! You're dead, Ralphie!"

The man was three feet away from her and still dressed in the same clothes from earlier in the evening. They hung loosely on him now. His face was pale. Bloodless. He was examining his own hands slowly. Skeletal hands with pale fingertips. His hair was sparse and oily in the dim overhead light. He was bathed in shadows. Slowly, as if unsure of how his own body worked, he looked up at her. "Who?"

"It's... It's... It's..."

Suddenly he was behind her. She hadn't blinked. There was no movement. One heartbeat, he was standing in front of her and the next, he was behind her.

"Janet. I remember now. Yeah. Janet. The bitch." She wanted to turn and yell at him but she was terrified. Rooted to the spot. He lifted her hair with his fingers and then let it drop. "What year is it, Janet?"

"It's... it's..."

His voice became more of a command. "What year is it, woman? How long have I been dead?"

"Maybe thirty minutes?" She squeaked. Ashamed at herself for her behavior.

"Thirty... minutes. Thirty MINUTES?! It's a lie. It has to be. I was dead. For years. For years, Janet. They fed on me for... Turn around and look at me." She turned. She didn't want to but she turned. His eyes were nearly completely white. White and black. And so large. She lost herself in those eyes. Surrounded by them. Her mouth hung open as she stared. "Tell me the lie again, woman. Tell... Ralphie the lie again."

"It's been just over 30 minutes. I can check my cell phone if you want me to do it. Or I could ask someone. Someone might know better than me. I'm sorry I can't tell you exactly. I'm sor-" His hand caressed her cheek and she shuddered. Cold. So cold. Her mouth snapped shut as he hissed and pulled his hand away.

"Impossible. I was in hell. For decades. They fed on me. Slowly. On my soul. Whispering to me. Sticking needles in me. Feeding me worms and dirt and whispering all of my sins. Telling me who my wife was fucking behind my back. Telling me all the men she was sleeping with. All of the men except for me. Leeching my warmth bit by bit until even the ice felt more warm than I did. The ice they submerged me in. For centuries. Only my head above the frozen water. Alone. Screaming over and over for someone to help me. For someone to save me. And, nobody did. It was dark. They fed my hate. They told me secrets. Secrets of the world I used to live in. They whispered of the dark places and darker things living in them." He walked around her slowly, tracing a cold line along her throat and shoulders.

"But, do you know what hurt the most? The absolute most? When they took the sun and put it in the sky for me. In the dark, cancerous sky. I couldn't take it, Janet. I couldn't handle the glare of the sun. After a millennium in the dark, I couldn't stand the light. It burned. Nothing should be that bright. I wanted to hide away. To hide all of my sins away from that light and I couldn't. I died a thousand deaths. A million deaths. I ate others to survive. Eventually, I enjoyed it. The taste of other flesh."

Ralphie stopped in front of her again. She wanted to scream and run but she couldn't. She stared straight ahead at nothing. "But eating was the only pleasure I had, Janet. They took my dick nearly at the beginning. They flayed me and forced me to eat my own dick. In slices. And now. Now here I am. Alive. Alive again. Is this the true world, Janet? Is this the real world or yet another one of their tortures? Don't answer. You'd lie if it wasn't real and I'd never believe you if it was. I lived so many lives in the dark. All that is, is to survive. You're very warm, Janet. You're alive. And very warm. Your flesh nearly burns me."

He leaned in, close to her cheek. "I remember you, Janet. I remember you. I can **hear** you when I'm this close to you. Your thoughts. Your secrets. Your terror. I lived a nightmare but you... you made other people's lives into nightmares. Do you want to please me, Janet?"

No, she thought. No. Absolutely not. Anything but that. "Yes," she gasped.

He rested her hand on her shoulder, pushing her down until she was kneeling. She knew what he wanted. He didn't tell her but she knew. She unzipped Ralphie's pants while her mind gibbered at her, pleading with her own body to stop. His pants fell to the ground with a thump. His white underwear was stained from old piss and he smelled liked rotten cheese but her fingers eagerly pulled those yellowed underwear off. He was small. And flaccid. _Please,_ she begged herself. _Please don't. Please stop. Please please please please_

Janet's tongue nearly covered Ralphie's entire limp penis. He hissed with a sharp intake of breath and grabbed her curly hair, pulling her back. "You burn me!" Tears rolled down Janet's otherwise blank face. _Oh thank God. Thank you, Jesus. Thank god. Thank you. Thank you._

He stared at her silently for a long time. Finally, he spoke. "I have nothing. My own heart isn't beating. What blood I have was bled out of me ages ago. I have nothing." His eyes were so big. She could drown in them. "But I hunger, Janet. For life." He pulled her by her hair and she followed willingly. He hugged her, careful to not let her bare flesh touch his own. He had no breath. He wasn't breathing. The logical part of her brain wondered how he could talk without breathing. His lips touched her neck, slowly, it opened and she felt 4 pinpricks against her neck. Ralphie slowly bit into her flesh and then, her neck went mercifully numb. He feasted while she felt her heart slowly die.

Chapter 7

When Keesha came to, she was still standing. The large table was now in the middle of the large basement and Carlos was humming as he added pieces and parts to it. She still couldn't do anything other than look around herself but she avoiding looking at the mirrors again. The table was beginning to look like something in an insane gynecologist's office with stirrups made of leather and metal and cables and odd blinking electronics. New parts for the table seem to come from nowhere.

Carlos looked up briefly. "Oh, could you be a good thing and strip for me, please?"

Keesha was surprised when she didn't move to obey him. Surprised and triumphant. _Maybe it's wearing off_? She wondered. _Maybe after a while I'll be able to move again? And then I'm getting the hell out of here_. Carlos continued to hum and adjust things around him. Pieces and parts combined, as if by magic, into electronic equipment on the counter tops nearby. All the while Liz rode his shoulder, fluttering its little wings to keep its balance.

After ten minutes, Carlos looked back over at her and raised his eyebrows. "Didn't I tell you to strip just a moment ago? Why are you still... ah! Right!" He walked to her and then behind her. She felt his fingers massaging the back of her neck while he whispered to himself. She watched in the mirrors as he walked around to the various little containers in the room. Finally, he came back with some screws and a small metal plate. She tried not to look but finally gave in.

Carlos placed the small metal plate against the back of her neck. The metal felt odd but cool on the open wound but only for a moment as he took it away again. He raised a finger against the plate. The skin along his finger bulged and bunched for a moment and then a thin, glowing red blade pushed out from the tip of his finger. With deft, precise movements, he trimmed the edges of the plate as if it was made of paper. Finally, using the very tip of the blade, he made a few simple inscriptions on the metal itself. He placed the plate against her neck again and made a tiny exclamation of happiness when it seemed to fit.

"Liz?" The little horror flew off to the side while he held a screw to the side of the plate. When it came back, it held a small Phillips head screwdriver in its claws. He took the screwdriver, held it against the screw and turned. Keesha felt the sharp twisting bite of the screw as it pierced her skin. "Ack! What was I thinking! This is wrong!" Carlos took the plate away, setting it on a nearby counter with the screwdriver.

When he turned back around, the little red blade was again at the tip of his finger. Keesha looked away quickly as he brought the blade up to her neck. The smell of burning flesh filled the room when he cut her flesh away. Keehsa felt bile rise in her throat from the pain and smell but her muscles refused to work properly. She closed her eyes tightly, ignoring the wet splat of her skin and blood against the floor. Now the metal plate burned against her neck when he brought it back up. The screws shot an intense flaring pain from her neck to her skull and down to a small spot on the sole of her foot.

Carlos stepped around in front of her, his eyes filled with childlike curiosity. "Okay! Let's see if that did it. Keesha, would you be a sweetheart and strip for me, please?" Her hands immediately pulled at the buttons of her shirt and then the straps at her bra until her upper body was completely bare. Goosebumps rode her arms in the cold air. Without pause, she worked on the zipper at the side of her skirt and let it drop when it was undone. Her panties followed immediately after. "Haha! It worked!" Carlos spun in a happy little circle around her.

"Remote control," he explained. "The first of many modifications you'll be receiving. Tuned to my command. My, my, Keesha. You kept yourself in really good shape." Carlos reached out, tracing the edge her of her left breast. He looked up. "Double Ds? Triple? I don't really care. They're splendid, though. No children fucking them up. Spread your legs a bit. There's a good girl." He went to a knee in front of her and she felt his finger trace from her clit down to her pussy lips. "Mmmhmm. Good. And a good smell, that's promising. I can't tell you how many girls in Vegas smelled like their pussies were full of dead mice. Not that that stopped me. Not at all. Still. Gross. Not you. Them. You smell like a... like a... girl without a vagina stuffed full of dead mice!" He snickered and his finger trailed up her thigh to her stomach and then around her nipple as he stood. The touch would be erotic if it wasn't so clinical. As if he were testing the merchandise.

"I wonder how far it goes. How much the body has control over the various parts. Keesha if I ... No, let's try it." Carlos stood back slighty. "Keesha, cum for me." The orgasm was immediate and painful but still an orgasm. She'd never experienced anything like it in her life. There was a sharp pain in her gut followed by the orgasm itself, weak but still there. She wasn't even wet.

Carlos clapped. "Nice! Nice! That'll come in handy, I'm sure." He grinned at her - like she was a student that'd done particularly well answering a question. "Okay! Time to get to it!" He patted the table next to him. "Climb in, Keesha. Let's start." She went, scrabbling up the top of the table, very aware every time she flashed her pussy to Carlos. She settled into the frame as Carlos adjusted various rods and straps until she was able to lay out completely stretched. "We'll start with those magnificent titties of yours, I think. Or your face? Hell, I'll just go back and forth. Tit first! Yeah!"

Bulges flowed down from Carlos' head, down to his arms and then finally his fingers. Green dots swarmed into his eyes, filling them completely. Pale green light shone down on her as he leaned over, a glowing red blade at the tip of every finger. At the first touch on her bare skin, she thought she'd go mad. He cut into the skin below her collarbone, dragging the finger carefully down and around her right breast and then back up the middle of her chest. Her mind was a chaotic mess as he worked a finger under her skin, pulling it back. He stopped at one point to cut a circle around her nipple and then pulling the skin away again. The stench of blood and burned skin barely reached her consciousness.

"Wouldn't want you completely gone, would we? Oh, no, wouldn't want that. Come back to me, Keesha." She felt the madness leave her in a cold rush. The right side of her chest was a bloody red mess. Her nipple and aureole stood as an island in the raw redness. Pain hammered into the side of her head over and over and over again. "Did you know that I always wanted a robot? It started with Lego and then Mindstorm and then other little trinkets. I'd get started but I never seemed to get anywhere. And then I got older, puberty hit and I dreamed of robot women. There to service me, laugh at my jokes and, well, service me. Don't laugh but I even bought a sex doll from a roadside 'adult' store. It was fun once but, you have to clean them, you know? And they're all squeaky and weird and not at all what I wanted. More real than some of the girls I slept with since then, though. Hah!"

He was working on her face, now. Dragging his blade from the middle of her forehead ('Lift your head up, would you?') to the back of her head and then back to the front and directly down her face to her chin. "Oh! Oh! Silly me! I forgot the first part!" Carlos dug around until he made a happy exclamation. She heard the noise of aluminum foil tearing from a sheet and then he was back again.

"Aluminum foil! Torn from a sheet!" He told her. "Now you might wonder, what in the world is he going to do with that aluminum foil? Lines of cocaine? Nope! Did that once and then woke up with a belly full of aluminum foil! That was **not** a fun doctor's visit! Here, I'll show you!" Using the blades on his fingers and the fingers themselves, Carlos shaped the foil and the air around seemed to twist painfully now and again. When he was done, he had a dull piece of metal shaped like her right breast. "Magic. I went to Vegas for comedy when what I should've gone for is magic. It's not aluminum foil anymore, sweetheart. No. This... this will stop a bullet. Several bullets. All of the bullets."

He turned it around and around to show her. There was a hole for her nipple but was otherwise a solid, seamless piece of metal. On the backside were tiny little tentacles waving in the air, microscopic little mouths on the end of the stalks, opening and closing. Carlos saw her expression and then turned to look at the plate in his hands. "Oh. Those. My little sticky guys. That's how it stays attached. My little babies." He fitted the material on her chest and she felt the hungry little mouths bite into her flesh. She fainted again.

"... back. Come back to me, beautiful." Carlos stood over her, holding half of her face. Her heart thundered in her chest. "There you are! Now, you won't be needing this!" With a deft snatch, half of the world went dark and she was screaming inside her own head. Her eyeball was in his hand, something dangling from the end of it. He tossed it nonchalantly over his shoulder and then placed the half of her face on the table below her.

"Now. Now I have something special for you. Look here." Carlos held something above her one good eye. It was a small, very delicate spherical golden cage, complete with a tiny lock. A red mote slammed against the bars. It looked like it could simply pass through the bars but it didn't. Or couldn't. "It's your new eye! I captured it just for you. Here, just a moment." Carlos very carefully placed the cage in her eye socket. Light and pain flared for a moment and then, the world was different. She saw dim pale pink shapes above her. A large green shape was in the distance. Glowing green. A pink shape floated nearby the green shape. When she looked at Carlos, she saw a mixture of green and pink and red and glowing silver. Liz was a fat green blob on his shoulder. Traces of silver and black danced through the air around her.

When Keesha tried to close her eyes against the onslaught of visuals, only her one eye closed. "Ah!" Exclaimed Carlos. "I had to cut away the eyelid. But, don't worry! It can't dry out. Ever! Let's continue, shall we?"

Bit by bit, Carlos stripped her flesh to replace it with the material he created. Keesha eventually found a mental trick that turned the pain into a kind of slightly maddening slightly painful scratching feeling.

And then, she grew to like it.

Chapter 8

When the last bit of clothing fell away, Dorothy Ann stood proudly with her arms at her side, fists clenched. She'd always meant to get protective tattoos done but had never found the time to do it. Always next month and then next month again. Now, there were no more months. She stood with her feet shoulder-width apart, left foot slightly forward. She was lithe and short but many a man and woman and otherwordly beast underestimated how tough she was. She had a wiry strength and seemingly endless energy. Her breasts stood as small and proud as she did, nipples slightly pointed up. Her short hair was braided in a tight pattern around her head. Her pubic hair was a simple strip above her clit.

_Yes. Yesssssss. I smell your hatred. I smell the burning putrid stench of your disgust. Come to me, child. Come to me, pet. Come to me._

Dorothy Ann fought every single step she took but all she did was slow her progress. The creature simply waited, constantly waving its tentacle arms in the air as she approached.

_It matters not to me if you fight it, child. I **like** the struggle. I feed from it._

She wanted to curse at it, to fight it until she couldn't fight any more. She wanted to kick and scream and... _Oh. Oh, yes. That spell_. Quietly, Dorothy Ann muttered under her breath, preparing the way for the magic.

_Oh, no. Don't worry about that, pet. There's no need for it. Don't overwork yourself. I release you. I won't entrap you again. Run, run little one. You're free._

And she was. She was completely free. Dorothy Ann scrambled for her weapons but a single tentacle shot out, wrapping itself around her midsection. "No! You said I was free!"

_And you are. Free to run. As I'm free to stop you. I'm no fool - even a simpleton such as yourself could pose a threat to me with half a chance. Could have... but not any more_. The tentacle around her waist tightened, squeezing the air out of her lungs with a loud 'oomph'. Dorothy Ann grabbed hold of it, twisting to get to the trunk of it. She bit down, hard. The taste of its flesh nearly made her let go but she held on, biting hard enough to tear a chunk out of it. Green ichor oozed from the wound.

_Oh dear. Is this the part where I scream in agony and drop you? Please. I barely felt that. However, if you liked the taste, I would be happy to give you another? No? That's fine as well, pet. _Two more tentacles grabbed each of her legs, spreading her apart slightly. Their dry skin felt like old leather as they coiled around her struggling legs. The three tentacles pulled her towards the main body of the creature. Dorothy Ann glared down at it, slightly frustrated that there was nothing really to glare at. It was simply a large massive pink thing with hundreds of wrist-thick tentacles. Another of its tentacles rose up before her. With a light touch, it gently reached out to her chest, tracing a sinuous line around her small, perky breast and down her stomach. She grit her teeth as it toyed lightly with her clit.

"You think this is is the first time I've been raped, monster? Think again. You won't-" She gasped and then bit her bottom lip as it entered her. She was dry but it was putting out some kind of liquid to make it easier. It moved in her, slowly back and forth.

_As I was saying earlier, little one_. Dorothy Ann watched in slight alarm as rows of bumps popped out from the tentacle inside of her, spiraling up and up until it was covered in hard little growths. One pressed directly on her g-spot, causing her to moan as it slowly rubbed back and forth. Another bump pressed against the hood of her clit and sometimes directly against her clit. A thick clear slime coated the entire tentacle. She moaned again, fighting the urge to wriggle her hips against the thickness inside of her. It'd been years since she'd had sex. At least seven years if she could remember. And three years since she'd even masturbated.

The voice resumed speaking. _As I was saying, studying the glyphs and runes and languages like you've done isn't a one way street. What was the old human saying? Something about staring off of cliffs and monsters jumping up to eat you? Some nonsense._

The tentacle was rubbing slightly faster now, pulling out farther and then back into her. She closed her eyes to concentrate. Each damn bump rubbed against her clit and then inside against her g-spot and then back out the way they came until she wanted to scream for more. It was no longer just the creature that was wet - her own pussy was soaked from the way it completely- The orgasm stormed through her body and she yelled in surprise. So long. So long since she'd cum. She'd almost forgotten the feeling of it. The way it - _No! No! This is not right! This is ooooooh gooood why? Why does it it it-_ Another orgasm, stronger this time. She was rubbing back against it now. She hadn't noticed it was happening but the bumps kept turning slightly away from that one spot inside of her and they just needed a little help to- _NO!_ She screamed at herself. "NO! I won't let you have the the the..."

_The... what? The what, little slut? Little whore? You're starting to like it, aren't you? You're starting to want more of it, aren't you? You can admit it. Nobody is here to hear you. Nobody is here to see your little sin. You're being forced into it, aren't you? It's not your fault. I'm raping you and you can't help that your body is enjoying it._

The tentacle slowed, barely moving. "Yes." She whispered, her eyes closed. "Yessss. It's not my fault. I can't stop the orgasms. I can't stop getting wet. I can't stop wan-" _No. No no no no!_ Dorothy Ann reached down, grabbing the slick tentacle rubbing against her. She tugged at it, her hand slipping along its length. Again and again she tried to get it out of her until two more tentacles grabbed her wrists, pulling her arms out to her sides, away from her. She screamed in frustration. "Fuck you! Fuck you! I'll kill you! I'll-" The tentacle holding her right hand brought it to her mouth but Dorothy Ann jerked away at the last moment. Again and again she turned her head as it tried to force the hand into her mouth. Finally, it wrapped another tentacle around her neck and lower jaw, holding her in place. She grit her teeth against what was coming.

The creature didn't try to force the hand into her mouth - it simply placed it against her face. She couldn't not breathe in the scent of it. Her eyes unfocused briefly. The smell of her wet pussy combined with whatever the creature was producing was intoxicating. She breathed in deeply before she could stop herself. It was... rich, spicy, cloying, heady. The world spun around her. Her hips started moving again as she made little deep in her throat. Little happy, girlish moaning sounds every time it entered her. She opened her mouth, not noticing the tentacle had released her hand. She licked her finger in a long, slow stroke. Relishing the way it tasted - even stronger than the smell alone. Her other hand was released and she immediately placed two of her fingers against her clit, rubbing it through the hood, feeling the bumps as they entered her. She was trying to flex her ass and take the tentacle as deep as she could.

Her head rolled back and over in a slight circle. She had two of her fingers in her mouth now and her nostrils flared as she sucked on them. Three fingers. Four. She cleaned herself off and needed more. Wanted more. She grabbed the tentacle below herself, pulling it as hard as possible **into** herself this time. The tentacle that had held her hand snaked up and against her mouth to rub against her lips. She pulled her hand away from her clit to hold it and then Dorothy Ann guided the tentacle into her mouth, moaning as it secreted more liquid.

A small tentacle reached behind her, pushing between her ass cheeks. She tried to tell it yes, tried to beg for it but she didn't want to stop sucking on the tentacle filling her mouth. The smaller tentacle coated itself in the clear liquid and then pushed. She felt pain, sharp and bright in her ass but it was quickly consumed by the pleasures she was feeling. Suddenly, the creature pulled the tentacle out of her mouth and the other away from her ass.

_Do you want it, little one_? It asked her.

Dorothy Ann bit her lip, nodding her head once. She whimpered as she tried to ride the tentacle buried in her wet cunt. The creature mimicked her movement, not allowing her to take her pleasure.

_Tell me, then. Tell me what you want, little whore._

"P... please. Please fuck my ass. Please let me suck on you again. Please. Oh god, please. I'll do anything. Anything you want. Please. Please. Please please-" Her mouth stretched to take the tentacle again and she almost cried for joy. When the other tentacle played against her ass, she tried to wriggle it in position to enter her. It hurt again as it spread her asshole. She'd never had anal - of all the times she'd been raped, the men had somehow never tried to fuck her ass and she never wanted it otherwise. Now she tried to push herself down on it, wanting to have it as deep in her ass as the one filling her pussy. But, it was almost too much. Even in her heightened state of bliss, it was almost too much to handle. Too much pain. And, still... Still she pressed herself down, moaning and gasping from it. Soon, the pleasure from the tentacle in her ass overrode the pain. She felt the bumps on the one in her pussy rubbing against the one in her ass and it was the most perfect thing she'd ever felt. She gripped the tentacle in her mouth, gladly wrapping her tongue around it, bobbing her head up and down the length of it.

She was lost.

It spoke to her again but she couldn't hear it. Didn't want to hear it. _You creatures were designed for pleasures. Pleasures of the flesh. Eating, fucking, killing, debauchery. There's no end to it. Mostly. But you... you have a design flaw. You invited us in. You dipped your hand into the darkness and expected to come away clean. Now, take your reward. _

The tentacles lowered her to the ground and then dropped her. She reached for them as they pulled away. "No. Noooo. Why did you stop? Why?" Her legs were slick from her cum and the creature's juice. Sharp spasms cut into her stomach from how deep the monster was in her. Her pussy was a dull, painful ache and she wanted more. Like an addict needing her fix she crawled to the thing, begging it to take her again. Begging it to fuck her stretched asshole. To fill her with its seed.

_But, little one... Little slut... I already have._

The pain rode her body, straight from her drooling cunt to the center of her brain. Dorothy Ann threw her head back and shrieked. Voices and thoughts crashed into her. Demonic whispering and crying and shouts for help. She dug into the cold, wet soil on the edge of the gravel driveway, digging her nails into the deep earth. Bones grew in her back, below her shoulder blades, attaching themselves to her back muscles and spine and then growing more muscles to anchor themselves deep into her being. The pain was almost more than she could take. Her skin split on either side of her back and tiny little talons worked their way out of the skin.

The talons from her back grew, falling limply to her back and then sliding off of her to the ground. Bone and muscle followed the talons. Black, leathery skin unrolled from the long, thin bones growing behind the talons. Unrolled and then attached to new growth to become her fledgling wings. Further and further it all expanded until the process stopped, each wing laying in clumps of blood and skin ten feet to either side of her. She could **feel** the new bones and muscles in her back. She could **feel** the air on the new leathery skin as they dried slowing in the cold. "P... please. No. Please. Not this." She begged weakly. She raised her head to look at the creature in front of her. To beg more. Instead, she watched as her blond hair thickened and untied itself from its coils, growing longer and longer until it lay on the ground around her. "Noooooooo." She moaned quietly. A headache was building behind her eyes. She pressed her palms to her face against it.

The skin on her head tore like wet parchment. Dorothy Ann screamed again. Between golden strands of hair (tinged red with blood), small nubs grew up through the slits in her scalp. She felt the weight of them on her head as blood dripped down before her eyes. She felt them extend, pushing further and further out until it took effort to hold her head up. She couldn't see them but she felt them weighing her down. She tried to reach for the horn on her left side but stopped. Her nails were black. Her nails that she kept meticulously short were pure black. And growing. Growing out to sharp little points. She pushed herself up with effort and swayed under the weight of her new horns. The world spun before her eyes and she fell onto her side, whimpering.

Dorothy Ann's pale lips darkened into a deep black. Her chest burned. She heard small popping sounds and felt the way her skin stretched as her ribcage expanded. Her muscles tore and rebuilt themselves over and over. Her arms twitched and she watched her lithe muscles grow in mass. Her horns dug into the ground beside her as she writhed from the pain in her back. She opened her mouth to scream and her tongue shredded itself on her elongating canine teeth. She tasted her own blood and the pain in her back subsided. The coppery taste was nearly orgasmic - reminiscent of the creature's clear liquid. Her pelvis broke and then clicked back into place before she could think about biting her own tongue off to drink the blood.

A hairless tail erupted from the base of her spine, growing longer and longer until it reached her feet. The tip of it expanded into a wedge shape and, like the wings, she could feel it against the ground and against her legs. A new part of her. As she thought of it, the tail wrapped itself around her left leg. Dorothy Ann tried again to push herself up. And, again, stopped. Her chest was growing larger. She watched as her breasts stretched and grew under her. She felt fat issues filling and growing inside of her chest. She felt the way it filled the skin and she almost thew up. Her nipples rode the expansion until they nearly touched the ground below her. Like the horns, her breasts pulled at her oddly. She flipped herself over, wincing in pain when the base of her tail slammed against the ground. The tail snaked out, slapping the ground in protest.

Her legs. Her legs had grown while she was distracted. They were thick now, as were her hips. She wasn't a slim little girl any more - she was as curvy as a pinup model but with muscle and slight padding to cover it. As she watched, fine golden hairs grew from those thick legs. Grew and grew until she was covered in inches of long hair. Fur now. The fur grew up her thigh and stopped short of her crotch, sheathing her leg in thick, curly growth. Although larger, her stomach was still flat and taut with lean muscle. Her pubic hair thickened into a tuft of fur above sopping wet pussy lips. The hair soaked in her cum. A nerved flared in her foot and then died. She looked past the fur covering her legs to watch her toes melding together. One by one, the toes stuck together until both of her dainty little feet were just a mass of flesh. The soles of her feet dried out, turning white and rough. The flesh on the balls of her feet darkened and solidified. Bone connected to the new grown through her skin and then spread out, slowly taking the shape of a hoof. The rest of her foot elongated, pulling up and back until her lower leg looked like a horse's leg. Or a goat's leg. Thick tufts of fur grew along the back of her leg, several inches longer than the hair on her calves and thighs.

_Fetlock_. Her brain whispered to her. _My own Fetlock. God help me._

The other voice intruded. _Not God, no. Not God. You're done, pet. Stand for me. Let me see you._

Dorothy Anny considered herself. She'd grown several inches, possibly more because of her new feet. Her skin turned red before her eyes - from pale to light pink to dark pink to deep red. Her wings, dry now, spread out around her and she saw the inside of the wings were the same red as her body. She could work the talons as if they were her own fingers. She stood. Slowly. On shaky, newborn legs. The world looked small to her now. She felt powerful. Strong. Her biceps strained as she flexed her arms. Her right leg stomped of its own accord and she tossed her thick, newly long hair. Her ears... she reached up to the feel their new length - long and pointed now. She smiled, feeling the fangs grinding against her other teeth. Her tailed flicked behind her.

_Beautiful. A better creation than your Ms. Frizzle. Come to me, pet. Embrace your creator._

Dorothy Ann walked to the creature. "You were right, you know." Her voice was husky now. Deeper but still female. "My studies opened me to your call. They opened me to your influence. To the changes you had for me. But, I embrace those changes. I'm farther along than you think. You have no control over me."

_What? What did you say, you little fucking whore? What did you - aahhhhhhhHHHHHHHHHHHH!_

Dorothy Ann's black claws tore into the soft pink flesh of the creature in front of her. Without pause she used her new claws and teeth and strength to rip the demon apart. She laughed as she killed it, reveling in the use of her own flesh, her own hands to destroy this thing. She felt herself grow wet from the violence. From the smell of its blood. Dorothy Ann wasn't sure when she finally killed it but, by the time she was finished, the parking lot was littered with its flesh. She closed her eyes, sniffing the air like an animal. Nothing. She could smell nothing of it besides its dead flesh. The essence of it was gone. She'd been able to sniff out demons when she was ... still human but not like this. She could smell the entire world around her.

She looked at the house nearby. _Oh. Oh, yes. This is different. Let's see... Basement and first floor. My, my. What hath Ms. Frizzle wroth?_

Dorothy Ann stomped through the gravel, breaking the small rocks with her hooves. She heard crashing and grunting before she even reached the fountain. _Fun times ahead,_ she thought with a smile.

Chapter 9

Tim walked ahead of Phoebe down the stairs to the third floor. He'd heard more muffled sounds as they were walking down the stairs but it was silent now. They both performed a quick check of the third floor before returning to the staircase.

Phoebe paused at the top of the staircase. "Tim, I'm scared. What if something's wrong?"

Tim wanted nothing more than to comfort Phoebe with confidence. But, he couldn't. He was terrified and couldn't say why. Ms. Frizzle's death and transformation unsettled him but something else was wrong - something at the edge of his senses was tugging at him strongly. In a bad way. "We'll be okay, Phoebe. Dorothy Ann is here and so is everyone else. We'll be fine. Come on."

At the bottom of the second floor, Tim immediately knew something was terribly wrong. The door frame on the right in the middle of the hallway was shattered. Chunks of wood littered the area around the door and there was a strange smell. Phoebe and Tim shared a look and then slowly crept forward. Phoebe grabbed Tim's arm, hissing at him in a whisper. "Tim! We shouldn't! Something's wrong! Please Tim!"

Tim tugged away, whispering back. "There's nowhere else to go, Phoebe! We can't leave without going down the hallway!" Tim slowly approached the door, grabbed the shattered frame and then peeked in. And then immediately flattened himself to the wall, grabbing Phoebe hard as he did. He turned to her, eyes wide. Wild eyes. "Run!" He whispered harshly. They ran.

Arnold and Wanda looked up from their lazy pile in the middle of the room as Phoebe and Tim dashed passed. Arnold stood to his full height, stretching and yawning. The tufts of fur at the top of his ears brushed the high ceiling as he rolled his head on his thick, muscled shoulders. Wanda pulled at him, growling without threat to try to make him come back to her but Arnold swatted her away and walked off. Wanda huffed, standing at her own impressive height to follow her mate.

They both stopped at the top of landing to look upon the sight below them. Three small things, two smelling of repressed terror and one smelling of nothing at all stood at the bottom of the stairs. The void was an abomination that immediately set both Arnold and Wanda growling. It was talking to the other two small things. Faint memories tried to surface but were quickly lost in the more base emotions of the werewolves. Still, something survived and Arnold watched the male small thing and female small thing. They weren't wolves but they needed help and he felt like he should help them.

And then, the void opened his arms, conjuring a darkness even the wolves couldn't see through. Janet fell through the darkness to land at Ralphie's feet. Arnold's growl ratcheted. She smelled like the void. A part like him and a small part like... Arnold. Family. Pack. _I failed_. The part of him that was still vaguely human was crying. _I failed. I failed_. Arnold howled in sorrow, soon joined by Wanda. Her mate felt pain and she felt it through him. The void glanced up at the pair of two-legged wolves and then took a step toward the female small things.

Arnold leapt, clearing the railing of the landing in one bound, crashing to the ground and then tumbling through empty air. The void was gone. The male and female slowly blinked, shaking their heads and speaking words. Arnold was growling, sniffing the air as his mate thumped beside him, one paw breaking through the floor. He couldn't smell the void. His ears twitched back and forth, trying to hear everything at once but all he head was the thing in the basement shouting at them and the drugged sounds of the male and female.

_THERE!_ Arnold leapt at the staircase, hands and feet propelling him faster than any living thing should move. Again, the void was gone before he could touch it. He growled in frustration, scanning again. His mate had her leg free and was prowling around, sniffing and listening. He watched again as the void appeared in front of the female. His primitive brain caught the connection - the void was going to make his own pack. A group of non-things. No. No, not with his near-pack. He pushed again, launching himself from the wall with a crash. The void looked up in exasperation and vanished yet again. _How, _his brain wondered. _How can I save my non-pack_? _How_? Arnold looked at Wanda - his mate. Watched as she strode around the room, thick black tail swishing behind her. Arnold growled deep in his chest and reached a conclusion. He grabbed the female, clawing down her front. She screamed, suddenly pulled from her trance.

Arnold growled, licking the female's face to calm her. His blood was up and he felt his cock pulling away from his sheath. The fight and the smell of his mate and this new female excited him. His red knotted dick throbbing with excitement. Blood ran down light scratches on the female's body. Arnold licked the blood away, showing the female he was sorry for the pain. Her scream rose higher and his ears flattened from it. Stupid loud little-

The void was next to him without warning. Sharpened claws streaked down Arnold's back and he roared in pain. _I HURT!_ He turned to slash at the thing but his mate slammed into the void and the two slammed into the wall behind him. He watched for a moment, feeling the pain fade on his back. The void was hissing at his mate. Wanda tried to tear the void's throat out but it held her throat, straining with the effort to keep her away. It seemed to be having problems vanishing. It would fade for a moment before becoming solid again. A small whimper brought his attention back to the female.

Her eyes were golden. Her bare shoulders were lined in thick brown fur and her nose was completely black. Thick claws tipped each finger and he watched her hands expanding as she tore at her slacks. Fur erupted around growing breast, covering extra sets of nipples as they formed on her hardening stomach. He could smell her scent now - this new she-wolf. She grunted, her face growing into a muzzle as her tongue lolled out between a set of sharpened teeth. The front of her pants were completely ripped, exposing her pussy to him. Arnold got to his hands and feet, ignoring the growling and roaring of his mate as she struggled with the void. Arnold's long tongue reached out, settling between the she-wolf's thighs, rasping against her wetness. She shuddered, moaning as her paws ran through the thick fur on his head. He butted back against the padding growing on the palms of her hands, enjoying the way it scratched his fur.

Phoebe tried to turn over to her hands and knees but the large wolf held her in place, growling lightly as it licked her cunt. She moaned again as her legs tripled in size. Fur ran down her ass and along the tail growing in at the base of her spine. _Arnold,_ her still human brain thought. _It's Arnold isn't it. Oh my god. What am I becoming? What? What... yes. Oh god, more_. She stood on still human legs as Arnold stood with her. She wrapped herself around him, feeling his dick against her furry ass. His rough, huge hands gripped her thighs as brown fur spread down her legs to her calf muscles. Her arms were slightly awkward but she reached behind herself to grab Arnold's massive dick, guiding it into her. She pulled herself down onto him, sighing and moaning and whimpering at the same time. All four sets of her nipples ached to be sucked. Arnold wasted no time in pounding up and into his new mate and the pain distracted Phoebe from the way her feet felt. She only knew the brief glimmer of pain that was dwarf by the feeling of... of... of her mate inside of her. The world felt right. She wanted to cry as the wolf consumed her. _Pack. I have a pack. I am his._

Arnold didn't stop when his new she-wolf's body shook from her own pleasure. He didn't stop when he heard the howl of pain from his other mate. He trusted her. She was strong. He made her strong. An overpowering urge to fill his new mate with his cum forced him to slam into her over and over until he couldn't hold himself back. He felt his hot seed spilling out of her and all over their fur as he came and, still, he slammed into her. When finally he had enough, he pushed her away. And then harder until his knot popped out of her. Phoebe yelped from the pain and then shook from the sudden orgasm, crashing to the ground with her legs kicking over and over again.

"What the fuck is going on here?!" A voice called from the edge of the kitchen. Three sets of eyes turned to look. Carlos stood with Keesha near the kitchen's entryway. Putrid green light littered Carlos' eyesight as he surveyed the damage. Beside him, Keesha stood sentry. Silent sentry. Her body was nearly full metal. Segmented plates covered nearly her entire body - only her right thigh, left arm, right eye and both nipples were still obviously human. A large round hole and two smaller holes replaced her mouth and nose. The area where her ears used to be was completely smooth. She looked neither left or right as Carlos stepped in front of her. "Look what you've done to the house! A man is trying to work in here! What-"

"Not entirely a man any more, Carlos." Now five pairs of eyes turned to the front door.

There stood Dorothy Ann. Shorter and smaller than Arnold, she still radiated power. "None of us are very human any more. Well, except for one." The red skinned demon turned her attention towards the young black man still reeling from his encounter with Ralphie. She crooned to him, voice low and powerful. "Wake up, Tim. Time to wake up."

Tim screamed. Long and loud. Phoebe growled at him, black lips pulled back over a row of deadly teeth.

"Be gentle, Phoebe. Look at the poor man. All alone in this house. Ralphie, stop wasting your energy. The wolves are everything you aren't - alive. Very, very much alive and connected to the earth. You aren't going anywhere while Wanda has you." Wanda's ears twitched at the mention of her name but she showed no recognition otherwise. "And poor, poor Janet. You have a cold, lonely existence to look forward to. I would end you now but I need to do some thinking. On a lot of things. On right and wrong and what either of those mean. You've broken Keesha, haven't you, Carlos? Your precious little toy is gone away. Gone home now."

Carlos sneered at Dorothy Ann. "No, I've made her better and she's still here. Tell her. Tell her, Keesha." His hand slid along her one smooth thigh and around to her front.

A circle of multi-colored lights radiated from Keesha's new mouth. Her voice was neutral, devoid of any emotion. "I love him. I will serve him always."

Dorothy Ann sighed. Her wings unfolded from her back, blotting out the windows behind her and creating a gentle breeze. "I'm leaving here tonight. I don't care what any of you do. I may not ever care. Or, I may decide I was right when I was a human. But it will take time. In the meantime, live well." She glanced at Ralphie, still pinned beneath Wanda. "Or, just survive." She turned back to Tim. "But, I'm taking this one with me. I'm almost tempted to leave him to the wolves but, no. He's mine. Come, Tim." Tim stood immediately and walked to stand by Dorothy Ann's side. She hugged him close, kissing the top of his head now that she stood above him. "I'll miss some of you. Good bye."

Dorothy Ann turned, her bare ass and hips swaying as her wings folded against her back. Tim followed meekly behind her, his thoughts a million miles away. Somewhere safe.

Carlos giggled. "'Leave him to the wolves!' Oh, Dorothy Annnnnnn." He shook himself. "I'm staying here. It's a good workplace. Everyone else can leave. Now. Keesha?" Carlos turned and walked back into the kitchen.

Arnold looked at Phoebe and then Wanda. Both of the she-wolves watched him. He made a nearly human shrug and lowered himself to hands and feet, dashing off towards the woods. Phoebe struggled up feebly but finally managed to run after him. Wanda watched them both leave and then growled at Ralphie as he hissed at her. With a final slash of her claws at his face, she threw him towards the second floor landing and ran, tail flying wildly behind her.

Ralphie watched, standing lightly on the railing of the second floor. He leapt and floated slowly to the ground. "I like this place, too. Perhaps I'll keep it." He walked towards the kitchen, wondering what Carlos' tainted blood tasted like.

Keesha's right arm shot out, gripping Ralphie's throat. Lights flared around her mouth. "You will leave. Master says everyone should leave so you will leave."

Ralphie hissed at her, baring his fangs. He pulled and scratched at the small hand holding his throat. Finally, he gripped the hand holding him and pried. Almost. Almost he opened Keesha's hand. He heard the creaking of metal and faint cracking of bone. Blood leaked out of the joints between the metal fingers and he stared at it. Still, she did not move. He still felt ravenous - weak with hunger. He screamed at Keesha, kicking and tugging and pulling. She swayed with the movement but her grip never lessened.

"I will release you if you go," she told him. The red mote in her eye danced in its cage.

"Yes. Yes, puppet! I will go." Ralphie spat at her. Keesha opened her hand and Ralphie vanished, reappearing next to Janet. He bent over her, summoning his darkness to cover her. They both vanished again.

Keesha turned a slow circle, her eye searching for anything remaining in the house. Seeing nothing, she followed her master to the basement, eager to be finished.

In the distances, a trio of wolves howled their joyful greeting to the moon.


End file.
